CLC Conference Call
CLC Peps: See attached most everything you will need for today's CLC
conference call. Hope that you plan to join us in 1 hour and 20
minutes. Arnie.
Arnold D. Tritt, Jr.
Board Certified Construction Attorney
707 Peninsular Place
Jacksonville, Florida 32204
Phone (904) 354-5200
Facsimile (904) 354-5256
Arnold.Tritt@atritt.com
www.atritt.com
CONFIDENTIALITY NOTICE: The information and all attachments contained in this electronic communication are legally privileged and confidential information, subject to the attorney-client privilege and intended only for the use of intended recipients . If the reader of this message is not an intended recipient, you are hereby notified that any review, use, dissemination, distribution or copying of this communication is strictly prohibited . If you have received this communication in error, please notify us immediately of the error by return email and please permanently remove any copies of this message from your system and do not retain any copies, whether in electronic or physical form or otherwise . Unauthorized interception of this e-mail is a violation of federal criminal law.
TAX ADVICE DISCLOSURE: Pursuant to the requirements of Internal Revenue Service Circular 230, we advise you that any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of: (1) avoiding penalties that maybe imposed under the Internal Revenue Code or (2) promoting, marketing or recommending to another party any transaction or matter addressed in this communication.
Disclaimer regarding Uniform Electronic Transactions Act ("UETA") (Florida Statutes Section 668.50): If this communication concerns negotiation of a contract or agreement, UETA does not apply to this communication; contract formation in this matter shall occur only with manually-affixed original signatures on original documents.
Can you please confirm the date for the 2012 Institute and Cert Review - your attachment says March 29-31 but the CLE flyer says March 22-24.
Thanks.
H. Wesley Reeder
Board Certified Construction Attorney
Emmanuel Sheppard & Condon
30 South Spring Street
Pensacola, FL 32502
Main: 850-433-6581
Direct: 850-444-3806
Mobile: 850-380-3733
Fax: 850-434-5856
hwr@esclaw.commailto:hwr@esclaw.com
[cid:347222415@13022012-2845]
NOTE: This e-mail may contain PRIVILEGED and CONFIDENTIAL information and is intended for the use of the specific individual(s) and/or entity to which it is addressed. If you are not the intended recipient of this e-mail you are hereby notified that any unauthorized use, dissemination or copying of this e-mail or the information contained in it or attached to it is strictly PROHIBITED. If you have received this e-mail in error, please delete it and immediately notify the person named above by reply e-mail.
From: constructionlaw-bounces@lists.flabarrpptl.org [mailto:constructionlaw-bounces@lists.flabarrpptl.org] On Behalf Of Arnold D. Tritt, Jr.
Sent: Monday, February 13, 2012 9:07 AM
To: RPPTL constructionlaw
Subject: [RPPTL-constructionlaw] CLC Conference Call
CLC Peps: See attached most everything you will need for today's CLC conference call. Hope that you plan to join us in 1 hour and 20 minutes. Arnie.
Arnold D. Tritt, Jr.
Board Certified Construction Attorney
[cid:347222415@13022012-284C]
707 Peninsular Place
Jacksonville, Florida 32204
Phone (904) 354-5200
Facsimile (904) 354-5256
Arnold.Tritt@atritt.com mailto:%5Be-mail%5D
www.atritt.comhttp://www.atritt.com
[cid:347222415@13022012-2853]
CONFIDENTIALITY NOTICE: The information and all attachments contained in this electronic communication are legally privileged and confidential information, subject to the attorney-client privilege and intended only for the use of intended recipients. If the reader of this message is not an intended recipient, you are hereby notified that any review, use, dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately of the error by return email and please permanently remove any copies of this message from your system and do not retain any copies, whether in electronic or physical form or otherwise. Unauthorized interception of this e-mail is a violation of federal criminal law.
TAX ADVICE DISCLOSURE: Pursuant to the requirements of Internal Revenue Service Circular 230, we advise you that any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of: (1) avoiding penalties that maybe imposed under the Internal Revenue Code or (2) promoting, marketing or recommending to another party any transaction or matter addressed in this communication.
Disclaimer regarding Uniform Electronic Transactions Act ("UETA") (Florida Statutes Section 668.50): If this communication concerns negotiation of a contract or agreement, UETA does not apply to this communication; contract formation in this matter shall occur only with manually-affixed original signatures on original documents.
Hypothetical: Client is Sub which has Sub-Sub that goes out of
business. Before going out of business, Sub-Sub retains Accounts
Receivable company. Pursuant to UCC/Florida statutes, Sub makes
payments to A/R firm, but accidently pays Sub-Sub 2 times. Sub-Sub
gone. A/R company pursuing Sub for 2 "unauthorized" payments made
directly to Sub-Sub, rather than A/R company. Additional facts which
may/may not be relevant: Bonded job; Request for Sworn Statement of
Account and 10 Day Written Notice Of Intent To Pay were served on
Sub-Sub before it went out of business, with no response, but I am not
sure any of that matters in the UCC world. Close to 6 figures at stake
for Sub having to essentially "pay twice."
Query: Anyone been successful in protecting construction client that is
being pursued by an A/R "factoring" company under the UCC/Florida
statutes?
Janet Carney Croom, Esquire
Board Certified - Construction Law
Board Certified - Business Litigation
Collins, Brown, Caldwell, Barkett & Garavaglia, Chartered
756 Beachland Boulevard
Vero Beach, FL 32963
Telephone: 772-231-4343
Fax: 772-234-5213
jcroom@verolaw.com blocked::mailto:jburgess@verolaw.com
http://www.verolaw.com blocked::mailto:www.cbc@verolaw.com
The information contained in this message is legally privileged and
confidential. It is intended only for the use of the individual or
entity named above. If the reader of this message is not the intended
recipient, any dissemination, distribution, or copy of this message is
strictly prohibited. If you have received this message in error, please
immediately notify the sender by via telephone, email, or the U.S.
Postal service at the address above, and destroy the message. Thank you
You have to look at the factoring agreement. When I went "in house" for a
time, one of my additional duties was to serve as President of our factoring
subsidiary. Caveat - though I have "been there, done that" I am doing this
from memory. Factors operate on one of two bases. Either they loan against
the receivables, or they buy them. If they buy them they may only buy the
receivables (most likely) or there may be an effort to assign the contract
(less likely). Your first question is to decide whether it was a sale or
loan. If a sale, in the unlikely event there was an attempt to assign the
contract, consider the effect of an unlicensed factor attempting to enforce
a construction contract. If a loan, check the contract clauses authorizing
the factor (secured party?) to proceed directly against the collateral.
Look for notice requirements, waiting periods, or anything else that would
impede the secured party's (factor's) right to demand the account debtor
pay it rather than the debtor. Next you need to look at perfection. If
you decide under 679.302 that perfection by financing statement was
required, determine whether it was done and done correctly. More than a few
priority disputes have been lost because of improper filing, poor collateral
descriptions, etc. Although 679.318 may not help, you should consider it.
Do estoppel or waiver theories help at all? Good luck!
Regards,
Lan White
(727) 797-5599
From: constructionlaw-bounces@lists.flabarrpptl.org
[mailto:constructionlaw-bounces@lists.flabarrpptl.org] On Behalf Of Croom,
Janet
Sent: Monday, February 13, 2012 2:46 PM
To: RPPTL constructionlaw
Subject: [RPPTL-constructionlaw] UCC Factoring Agreements and Subs Gone Out
of Business
Hypothetical: Client is Sub which has Sub-Sub that goes out of business.
Before going out of business, Sub-Sub retains Accounts Receivable company.
Pursuant to UCC/Florida statutes, Sub makes payments to A/R firm, but
accidently pays Sub-Sub 2 times. Sub-Sub gone. A/R company pursuing Sub
for 2 "unauthorized" payments made directly to Sub-Sub, rather than A/R
company. Additional facts which may/may not be relevant: Bonded job;
Request for Sworn Statement of Account and 10 Day Written Notice Of Intent
To Pay were served on Sub-Sub before it went out of business, with no
response, but I am not sure any of that matters in the UCC world. Close to
6 figures at stake for Sub having to essentially "pay twice."
Query: Anyone been successful in protecting construction client that is
being pursued by an A/R "factoring" company under the UCC/Florida statutes?
Janet Carney Croom, Esquire
Board Certified - Construction Law
Board Certified - Business Litigation
Collins, Brown, Caldwell, Barkett & Garavaglia, Chartered
756 Beachland Boulevard
Vero Beach, FL 32963
Telephone: 772-231-4343
Fax: 772-234-5213
jcroom@verolaw.com blocked::mailto:jburgess@verolaw.com
http://www.verolaw.com blocked::mailto:www.cbc@verolaw.com
The information contained in this message is legally privileged and
confidential. It is intended only for the use of the individual or entity
named above. If the reader of this message is not the intended recipient,
any dissemination, distribution, or copy of this message is strictly
prohibited. If you have received this message in error, please immediately
notify the sender by via telephone, email, or the U.S. Postal service at the
address above, and destroy the message. Thank you