Criminal Law

• Internet Crimes
  Angelo & Banta’s practice in this area includes consultation on a consistent if not daily basis with Chief Executive Officers, Chief Financial Officers, Controllers and Human Resource Administrators. We advise our clients on a myriad of issues including: confidentiality agreements; internet law and advice; employment manual drafting and updating; leasing of corporate office and warehouse/distribution space; renewal and implementation of corporate policies and procedures; consulting agreements; employment agreements; employee option plans; restricted equity grants; intellectual property protection and licensing; distribution and sales agreements with vendors/suppliers and end-purchasers.

Business and Corporate Law

• Corporate Law
  A corporation that acquires the assets of another business entity does not as a matter of law assume the liabilities of the prior business. Florida follows the traditional corporate law rule which does not impose the liabilities of the selling predecessor upon the buying successor company unless (1) the successor expressly or impliedly assumes obligations of the predecessor, (2) the transaction is a de facto merger, (3) the successor is a mere continuation of the predecessor, or (4) the transaction is a fraudulent effort to avoid liabilities of the predecessor. The imposition of liability upon a successor corporation is based on the notion that no corporation should be permitted to commit a tort or breach of contract and avoid liability through corporate transformation in form only. All of the theories under which successor liability will be imposed by Florida courts will be discussed below with the exception of express or implied assumption of the predecessor’s liabilities. Express or implied assumption theory is not discussed because it is generally a straightforward matter of contract and can arise as a matter of law by merger or statutory consolidation.
• Mergers and Acquisitions
  The corporate and business law attorneys at Angelo & Banta represent a diverse group of business interests. Our clients include CEO’s and owners of companies that vary in size from $5 million to over $1 billion in annual sales. For these clients, we handle a variety of matters including business formation and governance, mergers and acquisitions and general business advice. Our attorneys provide highly personalized service aiming to surpass each client’s needs and are proficient in all types of commercial transactions; some of our major categories in this practice are outlined below...
• Business Formation
• Business Disputes
  Angelo & Banta’s attorneys understand business and the need to deliver a practical and determined approach to each matter. Our attorneys have closed over $5 billion in transactions, successfully contested several multi-million dollar reassessments and have closed loans in 32 states. We are also an authorized agent for virtually all of the nation’s largest title companies. Our focus on Business Law, Financial Services, Real Estate Law, and Commercial Litigation enables us to leverage our knowledge from various disciplines for maximum efficiency and impact. Angelo & Banta has assisted a variety of businesses – from family-owned companies to Fortune 200 corporations– resolve a wide range of disputes. We take a long term view with respect to our client relationships and each matter we undertake, recognizing that the manner in which we handle a client’s affairs will impact the success of their business.
• Business Transactions
• Limited Liability Companies
  This practice includes: forming various business entities (corporations, limited liability companies & partnerships); drafting shareholder, buy-sell, partnership and operating agreements; performing tax elections and registrations; drafting shareholder and partnership resolutions; maintenance of corporate books and records; supervision and administration of shareholder and director meetings/actions.
• Construction Contracts
• Trade Secrets
• Intellectual Property

Employment Law

• Employment Contract
  Representative clients in this discipline include: buyers, sellers, minority and majority shareholders as well as directors in asset and stock-based acquisitions and dispositions; drafting of non-competition, non-solicitation agreements; drafting employment agreements; drafting indemnification clauses and agreements; drafting confidentiality agreements and assistance in structuring leveraged buyout transactions.
• Employment Litigation

Property Law

• Real Estate Litigation
  Angelo & Banta is a boutique law firm dedicated to providing the highest quality representation to our clients in a wide range of specialized areas of practice including but not limited to Business Law, Real Estate Law and Commercial Litigation. Through the experience and skills of our attorneys and support staff, as well as our relationships with other prominent national law firms, we are able to bring the resources of a large firm to a small practice with personal dedication and focus. We are proud of our strong tradition in providing quality and sophisticated legal representation with the proficiency and commitment to handle a wide variety of disputes while providing insightful legal analysis and hard work to every aspect of your case. Our highly personalized services can provide you with the legal counsel you will need to achieve and surpass your goals.
• Construction Litigation
  Represented the owner/developer of several self-storage facilities in South Florida operating as “The Store Room”, in acquisition, refinancing and leasing matters as well as construction litigation involving those locations.
• Real Estate Transactions
  Angelo & Banta’s real estate practice has a national scope and is as diverse as the complex and dynamic Florida real estate market. Angelo & Banta’s attorneys in this group have closed real estate transactions in over 30 states in the following areas...
• Eminent Domain
  City of Sunny Isles Beach v. 18100 Collins Avenue Shopping Center, LTD., RK ASSOCIATES NO. 1, Inc. – Eleventh Circuit in and for Miami-Dade County, Case No. 04-12891 CA 10 – Successful eminent domain recovery for property owner of $7 million together with concessions from the city for owner.
• Easement
• Landlord-Tenant Disputes
  One case of particular interest is, Lachance v. Desperado’s of Holly Hills, Inc., 760 So.2d 1023 (Fla. 5th DCA 2000). In Lachance, the Fifth DCA ruled that a landlord who had assigned a liquor license to a tenant had priority over a third party lender (“Lender”) that made a loan to the tenant and filed a liquor license lien with the Division based on reverter language contained in the lease between the landlord and tenant. The landlord had not filed a lien on the license but had provided a copy of the lease containing the reverter language to the Division. The Lender had conducted its due diligence and received a search of the Division’s lien records. The search confirmed that there were no liens on file against the license but did not mention the lease. The court held that the landlord was not required to file a lien on the license as it at all times owned an equitable interest in the license which trumped any subsequent lien filings. The court reasoned that the Lender had no rights against the license and could not foreclose on same as it was on constructive notice of the lease and landlord’s right to the license.
• Condominium Law
  Assisted a large developer in a 529 unit, 3-phased condominium development, together with adjacent marina, located on the St. John’s River in Jacksonville, Florida, including the negotiation of construction and mezzanine financing, joint venture and partnership agreements and other project documents.

Trusts and Estates

• Estate Planning
• Wills
  Meeting or exceeding a client’s expectations in the context of handling a litigation matter presents a unique challenge to a law firm. The rising costs of litigation and an overworked court system often frustrate a lawyer’s ability to satisfy his or her client. The litigation team at Angelo & Banta has the experience and commitment to handle a wide variety of disputes in a manner that allows for possible resolution prior to suit. When suit is unavoidable, the litigation group is equally prepared to prosecute or defend claims in both Federal and State Court in areas such as: commercial contracts, will contests, insurance coverage issues, mortgage foreclosures, employment matters, lease enforcement actions, construction defects and contract interpretation, aviation and maritime matters. Working closely with the firm’s appellate lawyers, the litigators at Angelo and Banta represent clients before administrative agencies, at arbitrations, at mediations and before state and federal courts throughout the State of Florida. There is also a significant amount of collaboration on cases with firm attorneys in other departments, such as real estate and corporate, in order to provide a comprehensive approach and analysis of the client’s legal position and the development of the most appropriate case strategy.
• Probate

Finance Law

• Bankruptcy
  Qualitech Steel owned and operated a steel mill on land in Pittsboro, Indiana. Precision leased a portion of the land from Qualitech and built a warehouse and other improvements. Qualitech subsequently filed a Chapter 11 bankruptcy petition and all of its assets were sold by the trustee. The Court approved the sale, free and clear of all liens, claims, encumbrances and interests. When Precision and the purchaser failed to come to agreement on a new lease, the Court deemed the existing lease to be rejected by the purchaser’s failure to timely assume the lease. The Court of Appeals ruled that the possessory interest of a tenant may be extinguished by a sale free and clear of all interests. The Court ruled that the protection provided to a lessee under a rejection of the lease may not apply to a sale by the trustee.
• Foreclosure
  Additionally, our attorneys have many years of experience in handling non-bankruptcy creditors’ litigation. We have represented both lenders and receivers in connection with commercial and residential foreclosure actions, personal property and aircraft replevin actions, receiverships, garnishment proceedings and execution of judgments. Two of the firm’s partners, Thomas Angelo and James Carpenter, have handled literally hundreds of commercial foreclosure actions and creditor lawsuits. We have also handled deed-in-lieu transactions, friendly foreclosure actions and sales of distressed properties by financial institutions.
• Tax Law
  Angelo & Banta attorneys represent businesses as well as individual property owners in appealing ad valorem and personal property taxes assessed against their real estate holdings throughout Florida. Angelo & Banta not only works towards establishing fair market values of the real estate and any associated improvements, but looks for and tries to correct errors in the property records which could result in an additional reduction of a client’s annual tax liabilities. Angelo & Banta has successfully contested several multimillion dollar reassessments on behalf of property owners in recent years in Miami-Dade, Broward and Palm Beach counties.