Business Entities

Jescelyn Spitz Charleston

Our business and corporate attorneys have extensive experience in all areas of entity selection and business formation, including corporations, partnerships, homeowner associations (HOAs), community associations, horizontal property regimes, non-profit organizations, professional corporations, limited liability corporations and limited liability partnerships.

At Clawson and Staubes, we are also experienced in handling mergers, acquisitions, and corporate transactions, including stock and asset sales and purchases. We assist clients with their merger and acquisition needs. Whether you are looking to buy, sell, merge or bring on partners, we are able to advise you on how to best proceed.

Corporate divorces happen more frequently that you might imagine. The pathway to a successful dissolution is filled with many pitfalls, so it pays to have experienced attorneys working for you to guide the way. Our attorneys have handled multi-million dollar corporate dissolutions in state and federal court and are very familiar with mediation and arbitration process.

Matt Story meetingCompanies are frequently faced with complex disputes with other businesses, government entities or groups of individuals, which require legal counsel who possess an understanding of both the business issue and the industry of the client. At Clawson and Staubes, our business litigation practice has experience in handling these complex disputes. We have represented numerous businesses, large and small, representing a diverse spectrum of industry with respect to their important litigation matters. What distinguishes our business litigation attorneys from our peers is our depth of experience, particularly when it comes to trial and arbitration. We are committed to developing solutions to help our clients solve their toughest problems in an efficient and cost-effectively. We represent clients across all industries with respect to disputes including:

  • Breach of Contract
  • Breach of Fiduciary Duty
  • Business Torts
  • Fraud
  • Intentional Interference with a Contractual Relationship
  • Partnership Disputes
  • Statutory Claims
  • Trade Libel
  • Trade Secret
  • Unfair Trade Practices
  • Whistleblower’s Action
  • Statutory Business Litigation Causes of Action

A number of business litigation causes of action are statutory in nature, meaning they derive from statutes passed by the Legislature. Among these are the South Carolina Trade Secrets Act and the South Carolina Unfair Trade Practices Act at S.C. Code §39-5-10 et seq.

The South Carolina Trade Secrets Act, found at S.C. Code §39-8-10 et seq., makes trade secrets protectable and enforceable until disclosed or discovered by proper means. An employee who knows or should know of an employer’s trade secret has a duty to refrain from using or disclosing the trade secret without the employer’s permission without regard to other contractual agreements between the employer and the employee. An employer may bring a civil action against an employee to recover damages incurred as a result of any misappropriation, wrongful disclosure or wrongful use of trade secrets. Actual damages may include the actual loss caused by misappropriation, the unjust enrichment caused by misappropriation or simply a reasonable royalty for a misappropriator’s unauthorized disclosure or use of the trade secret. Exemplary damages up to two times the actual damages may be awarded upon a finding of wilful, wanton, or reckless disregard of the employer’s rights.

The South Carolina Unfair Trade Practices Act, found at S.C. Code §39-5-10 et seq., makes unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce unlawful. The act sets forth numerous examples of unfair trade practices, including pyramid schemes, use of a misleading business name to misrepresent geographical origin, deceptive advertisements of musical performances, misrepresenting food products. However, there are countless other business practices that may constitute an unfair trade practice.

Any person who suffers any ascertainable loss of money or property as a result of an unfair trade practice may bring an action to recover actual damages. Damages may include and award of up to three times the actual damages sustained, reasonable attorney’s fees and costs and such other relief as deemed necessary or proper by the court.

Common Law Business Litigation Causes of Action

Other business litigation causes of action derive from the common law, meaning their origins lie with the Courts rather than the Legislature. Among these are breach of contract, fraud and intentional interference with a contractual relationship.

Breach of contract is a frequently asserted cause of action in business litigation. A breach of contract is simply a failure to perform a contractual promise without legal excuse. To recover for a breach of contract, a plaintiff must prove a binding contract between the parties, a breach or unjustifiable failure to perform the contract and damage suffered as a direct and proximate result of the breach. Defenses include contravention of public policy, duress, fraud, impossibility of performance, incapacity, minority and the statute of frauds. Damages for breach of contract are intended to place the non-breaching party in the position he would have been but for the breach. Damages may include liquidated damages if contemplated in the contract, consequential damages flowing from the breach or, in rare instances, specific performance of the contract.

Fraud is commonly understood as dishonesty calculated for advantage. To recover for fraud, a plaintiff must prove a representation, its falsity, its materiality, either knowledge of its falsity or reckless disregard of its truth or falsity, intent that the representation be acted upon, the hearer’s ignorance of its falsity, the hearers reliance on its truth, the hearer’s right to rely thereon and the hearer’s consequent and proximate injury. Defenses to a claim of fraud include waiver, release and truthful representation. Damages recoverable include both actual and punitive damages.

Interference with a contractual relationship is a tort based on the theory that the parties to a contract have a property right that a third party has no right to maliciously deprive them of. To recover for interference with a contractual relationship, a plaintiff must prove a contract, knowledge of the contract by the tortfeasor, intentional procurement by the tortfeasor of the contract’s breach, absence of justification and damages. Damages recoverable include actual damages for the loss of value of the contract, as well as punitive damages.

Consult with an Alternative Dispute Resolution Attorney

If you are in need of a South Carolina or North Carolina business litigation attorney, our legal team at Clawson and Staubes is available to assist you. Contact us at (843)577-2026 to learn more about our services.

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Clients rely on Clawson and Staubes attorneys to assist with drafting, review, negotiation and litigation of commercial contracts. Avoid costly litigation by retaining experienced counsel to assist in drafting contracts that contemplate and address potential future issues. If another party to the transaction has drafted your commercial contract, make sure to have our attorneys review your contract before you sign to bring potential issues to your attention. It is not just what is in the contract, but also what is not in the contract that matters. Clients rely on Clawson and Staubes attorneys to review and advise them about the complexities and pitfalls they might find in their contracts and to assist with the negotiation of key contract terms. Finally, we are here to assist you with litigation should disputes arise pursuant to obligations under a commercial contract.

Our business and corporate team can assist with franchise negotiation and formation, franchise rights and franchise litigation. Our attorneys have a thorough understanding of both the legal and business aspects of franchising. Our goal is to establish long-term client relationships defined by reliability, responsiveness and trust. Our franchise practice includes the representation of regional, national and international franchisors, franchisees, manufacturers and distributors in virtually every aspect of franchising and distribution, ranging from individual entrepreneurs to internationally recognized public companies.

Clients rely on Clawson and Staubes attorneys to review and negotiate their complex franchise disclosure documents and related agreements, and they also count on us to provide the one-stop business counseling they need as their operations expand. We have litigated and arbitrated franchise disputes involving franchisors and franchisees, and franchisors and area directors in a variety state and federal courts. If you have a matter where you or your organization has litigation needs, Clawson and Staubes has the experience needed to assist.

Our attorneys represent homeowners associations throughout South Carolina. Whether you need an attorney to review and advise on covenants and restrictions or to handle your transactional or litigation needs, Clawson and Staubes’ attorneys are available to assist.

Consult with Business and Corporate Attorney

If you are in need of a business and corporate attorney, our legal team at Clawson and Staubes is available to assist you. Contact us at (843)577-2026 to learn more about our services.

Our South Carolina business and corporate lawyer team:

Barrett Brewer
Chris Staubes
Andrew Sullivan

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