Strategic Representation in Complex Business Disputes
Business disputes can threaten far more than money. They can disrupt operations, interfere with important commercial relationships, jeopardize ownership and management rights, expose confidential business information, and threaten the future of a business.
Thorgood Law Firm represents businesses, business owners, executives and individuals in significant commercial disputes in New York State and federal courts.
For nearly three decades, attorney Shamsey T. Oloko has represented clients in contested matters involving businesses, contracts, financial interests and complex commercial relationships. The Firm’s litigation experience includes matters before the New York State Supreme Court, the United States District Courts for the Southern and Eastern Districts of New York, appellate courts and the United States Tax Court, as well as arbitration, mediation and other forms of alternative dispute resolution.
We represent both plaintiffs and defendants in commercial litigation. Our approach begins with identifying what is at stake, evaluating the available legal and equitable remedies, and developing a strategy designed to protect the client’s legal and economic interests.
Commercial Disputes We Handle
Commercial litigation can arise at virtually every stage of a business relationship—from negotiation and performance of an agreement to disputes among owners, breakdown of a commercial relationship, departure of key employees or principals, and termination of a contract.
Our commercial litigation practice includes matters involving:
Every commercial dispute presents its own combination of legal, financial and practical considerations. We work with clients to understand not simply the legal claims involved, but the business problem that needs to be resolved.
Breach of Contract and Contract Disputes
Contracts are at the center of many commercial disputes.
A dispute may concern whether an agreement was breached, what a contractual provision means, whether a party properly performed its obligations, whether a termination was authorized, whether contractual conditions were satisfied, or what remedies are available following a breach.
Thorgood Law Firm represents clients in disputes involving the interpretation, performance, enforcement and termination of commercial agreements.
Contract litigation often requires more than identifying a provision that has allegedly been violated. The agreement must be analyzed as a whole, together with the parties’ performance, communications, course of dealing and the remedies available under New York law.
We represent clients both in asserting contractual rights and in defending against breach-of-contract claims.
Business Torts, Fraud and Interference With Business Relationships
Not every commercial dispute arises solely from a breach of contract.
Business relationships sometimes give rise to claims involving fraud, misrepresentation, breach of fiduciary duty, interference with contracts or business relationships, misuse of confidential information, or other wrongful conduct causing economic injury.
Thorgood Law Firm represents plaintiffs and defendants in business tort litigation, including claims involving:
Business tort claims frequently arise alongside contract claims. New York law, however, draws important distinctions between the breach of a contractual obligation and an independent legal wrong.
Careful analysis at the beginning of a case is therefore important in determining which claims are legally sustainable, which remedies may be available, and how the claims should be plea
Breach of Contract and Contract Disputes
Contracts are at the center of many commercial disputes.
A dispute may concern whether an agreement was breached, what a contractual provision means, whether a party properly performed its obligations, whether a termination was authorized, whether contractual conditions were satisfied, or what remedies are available following a breach.
Thorgood Law Firm represents clients in disputes involving the interpretation, performance, enforcement and termination of commercial agreements.
Contract litigation often requires more than identifying a provision that has allegedly been violated. The agreement must be analyzed as a whole, together with the parties’ performance, communications, course of dealing and the remedies available under New York law.
We represent clients both in asserting contractual rights and in defending against breach-of-contract claims.
Business Torts, Fraud and Interference With Business Relationships
Not every commercial dispute arises solely from a breach of contract.
Business relationships sometimes give rise to claims involving fraud, misrepresentation, breach of fiduciary duty, interference with contracts or business relationships, misuse of confidential information, or other wrongful conduct causing economic injury.
Thorgood Law Firm represents plaintiffs and defendants in business tort litigation, including claims involving:
Business tort claims frequently arise alongside contract claims. New York law, however, draws important distinctions between the breach of a contractual obligation and an independent legal wrong.
Careful analysis at the beginning of a case is therefore important in determining which claims are legally sustainable, which remedies may be available, and how the claims should be plea
Restrictive Covenants, Non-Compete and Non-Solicitation Disputes
The departure of an employee, executive, partner or other key business participant can quickly develop into significant litigation.
Disputes may arise concerning non-compete agreements, customer or employee non-solicitation provisions, confidentiality obligations, nondisclosure agreements, proprietary business information and other post-employment or post-relationship restrictions.
We represent businesses seeking to protect legitimate contractual and commercial interests as well as individuals defending against restrictions they contend are unenforceable or improperly applied.
Restrictive-covenant disputes frequently develop quickly. A company may believe that customers, employees or confidential information are at immediate risk. Conversely, an individual may face an application that could substantially interfere with the ability to work or conduct business.
Because these cases can involve requests for temporary restraining orders and preliminary injunctions, the early stages of the dispute can be particularly important.
We evaluate both the enforceability of the restriction and the practical consequences of the relief being sought.
Business Ownership and Governance Disputes
Disagreements among the people who own or control a business can become particularly difficult because the dispute may affect the operation and future of the organization itself.
We represent clients in disputes involving business owners, partners, shareholders, members and other parties concerning ownership rights, management authority, contractual obligations and organizational governance.
These disputes may involve the interpretation or enforcement of operating agreements, shareholder agreements, partnership agreements, bylaws and other governing documents.
Issues can include who possesses authority to act for the organization, whether particular actions were properly authorized, the respective rights of owners or members, and whether a party has acted contrary to contractual or fiduciary obligations.
When control of a business or organization is disputed, prompt legal action may be necessary to prevent actions that could prejudice another party’s rights or disrupt the organization while the dispute remains unresolved.
Declaratory Judgments and Injunctive Relief
Some commercial disputes cannot wait for an eventual damages judgment.
When parties disagree about their respective rights under a contract, restrictive covenant or governing document, a declaratory judgment may provide a means of obtaining a judicial determination of those rights and obligations.
Other circumstances may require immediate injunctive relief.
Thorgood Law Firm represents clients seeking and opposing temporary restraining orders, preliminary injunctions and permanent injunctions in commercial disputes.
Such relief may be particularly important where a dispute involves restrictive covenants, confidential information, business control, contractual authority, interference with an ongoing business relationship, or conduct that could cause continuing harm before the litigation can be finally determined.
Applications for emergency relief require careful preparation. Courts may be asked to act at the beginning of a case, sometimes before the parties have conducted discovery. The governing agreements, factual record, threatened harm and precise relief requested therefore must be presented clearly and persuasively.
We also represent parties opposing emergency applications when an adversary seeks to restrict business activity or obtain other extraordinary relief.
Commercial Litigation in New York State and Federal Courts
The forum in which a commercial dispute is litigated can materially affect litigation strategy.
Thorgood Law Firm’s experience includes litigation in New York State Supreme Court and the United States District Courts for the Southern and Eastern Districts of New York, as well as appellate proceedings.
We handle commercial disputes through the various stages of litigation, including:
Our strategy is developed around the facts, governing agreements, applicable law, available remedies and objectives of the client.
Arbitration and Mediation of Commercial Disputes
Not every commercial dispute should proceed through trial.
Some agreements require arbitration. In other cases, the parties may determine that mediation or negotiated resolution offers a more efficient means of resolving the dispute.
Thorgood Law Firm represents clients in commercial arbitration and mediation proceedings as well as in court-sponsored and negotiated dispute resolution.
We do not view settlement and litigation as opposing strategies. A strong negotiating position frequently results from careful case preparation and the demonstrated ability and willingness to litigate when necessary.
The appropriate approach depends upon the strength of the claims and defenses, the amount and interests at stake, the importance of continuing business relationships, the available remedies and the client’s broader objectives.
A Litigation Strategy Built Around the Business Problem
Commercial litigation should not be pursued in isolation from the business problem that created it.
At the beginning of a matter, we seek to identify the issues likely to determine the dispute and the result that would meaningfully protect the client’s interests.
In some cases, monetary damages are the principal objective. In others, the more important goal may be enforcing an agreement, stopping prohibited conduct, protecting confidential information, preserving customers or business relationships, maintaining ownership or management rights, defeating an improperly asserted restriction, or obtaining a declaration concerning the parties’ legal rights.
Identifying the desired result early helps shape decisions concerning pleadings, discovery, motion practice, requests for emergency relief and settlement.
When Should You Contact a Commercial Litigation Attorney?
Early legal advice can be especially important when a business relationship begins to deteriorate.
You should consider consulting commercial litigation counsel when:
Decisions made before litigation begins—including communications with the opposing party, preservation of documents and electronic communications, and evaluation of available remedies—can materially affect the case.
Where emergency relief may be required, delay can be particularly significant.
Frequently Asked Questions About Commercial Litigation in New York
What is commercial litigation?
Commercial litigation generally involves legal disputes arising from business relationships, commercial transactions or the operation and ownership of businesses.
Examples include breach-of-contract cases, disputes among business owners, fraud and business tort claims, restrictive-covenant disputes, breach-of-fiduciary-duty claims, and disputes concerning the interpretation or enforcement of commercial agreements.
Commercial disputes may be litigated in New York State or federal court or, where applicable, resolved through arbitration or mediation.
What remedies are available in a New York commercial dispute?
The appropriate remedy depends upon the nature of the claim and the governing agreement.
Monetary damages are common in commercial litigation, but they are not the only potential remedy. Depending upon the circumstances, a party may seek declaratory relief, specific performance, a temporary restraining order, preliminary or permanent injunction, or other equitable relief.
Determining the desired remedy early in the case can be important because it may affect how the action is pleaded and litigated.
Can I obtain an injunction in a New York business dispute?
Potentially. New York courts may grant temporary or preliminary injunctive relief when the applicable legal requirements are satisfied.
In commercial cases, injunctions may be sought in disputes involving restrictive covenants, confidential information, business ownership or control, contractual authority, or other circumstances in which monetary damages alone may not adequately protect the party seeking relief.
Because applications for temporary restraining orders and preliminary injunctions can move quickly, parties facing an urgent commercial dispute should consider obtaining legal advice promptly.
Are non-compete agreements enforceable in New York?
The enforceability of a restrictive covenant depends upon the particular agreement and circumstances.
New York courts generally scrutinize post-employment restrictions and consider factors including the scope and duration of the restriction, the interests the restriction is intended to protect, and the burden imposed on the restricted party.
Non-solicitation, confidentiality and other restrictive provisions can raise different issues depending upon their language and the underlying relationship.
Businesses seeking to enforce restrictive covenants and individuals asked to comply with them should have the specific agreement and circumstances evaluated before assuming that a restriction is either enforceable or unenforceable.
What is tortious interference with a contract?
A tortious-interference claim may arise when a third party intentionally interferes with an existing contractual relationship under circumstances recognized by New York law.
These claims are distinct from ordinary breach-of-contract claims because the defendant accused of interference is generally not the party that breached the underlying contract.
New York also recognizes, under different and generally more demanding requirements, claims involving interference with prospective business relationships.
Can I bring fraud and breach-of-contract claims in the same lawsuit?
Sometimes.
A commercial dispute can involve both contract and tort claims, but simply characterizing a contractual breach as fraudulent does not necessarily create an independent fraud claim.
Whether both claims can properly proceed depends upon matters such as the nature of the alleged misrepresentation or duty, how it relates to the contract, and the injury for which relief is sought.
Careful pleading is particularly important when fraud, breach of fiduciary duty or other business tort claims accompany a breach-of-contract claim.
What happens when business owners disagree about control of a company?
Ownership and control disputes often depend upon the entity’s governing documents, such as an operating agreement, shareholder agreement, partnership agreement, bylaws or other contractual arrangements.
The dispute may concern voting rights, management authority, removal or appointment of officers or managers, access to information, fiduciary obligations or whether particular actions were properly authorized.
In some cases, declaratory or injunctive relief may be appropriate where the dispute threatens the continued operation of the business or one party is allegedly exercising authority it does not possess.
Should a commercial dispute be litigated, arbitrated or mediated?
That depends upon the governing agreement and the circumstances.
Some contracts require arbitration and therefore limit the parties’ ability to litigate the dispute in court. Where arbitration is not mandatory, the parties may still agree to arbitrate or mediate.
Litigation may be appropriate when court-ordered relief is necessary or when the nature of the dispute requires judicial determination. Arbitration may offer a private alternative forum. Mediation can allow the parties to explore settlement while retaining control over whether to accept the proposed resolution.
The best forum depends upon the dispute, contractual provisions, available remedies, cost, timing and the client’s objectives.
When should I contact a commercial litigation attorney?
Ideally, before the dispute reaches a point where important options have been lost.
Early advice can be useful when a significant contract has been breached or is threatened with termination, a business relationship is deteriorating, a restrictive-covenant dispute is developing, confidential information may be compromised, business owners are disputing control, or litigation appears likely.
Early evaluation can also help preserve documents and evidence, identify potential claims and defenses, and determine whether immediate court intervention should be considered.
Experienced Commercial Litigation Representation
Thorgood Law Firm brings nearly three decades of legal experience to significant commercial disputes.
Our litigation background encompasses commercial and civil litigation, New York State and federal court proceedings, appellate matters, U.S. Tax Court litigation, arbitration and mediation.
We bring the same careful preparation, detailed legal analysis and strategic approach developed through decades of high-stakes tax controversy and litigation to our representation of clients in commercial disputes.
Clients should understand the strengths, weaknesses, risks and practical consequences of their available options. Our role is not simply to identify possible causes of action. It is to help determine how best to protect the client’s interests and resolve the underlying dispute.
Speak With a New York Commercial Litigation Attorney
If you are involved in a significant contract, business ownership, restrictive covenant, business tort or other commercial dispute—or believe litigation may be imminent—early evaluation can help protect your rights and preserve available remedies.
Thorgood Law Firm represents plaintiffs and defendants in commercial disputes in New York State and federal courts and in arbitration and mediation proceedings.
Contact Thorgood Law Firm to schedule a consultation regarding your commercial dispute.
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