Photo of Carlos Kelly

Carlos focuses his practice on real estate disputes (sales and purchase disputes, foreclosures, title insurance litigation, commercial and residential evictions, and other real estate related claims) and business claims (fraud and contract lawsuits, shareholder disputes, and other claims between business partners). A major part of his real estate litigation practice involves eminent domain/condemnation matters, which have included inverse condemnation and Bert J. Harris, Jr., Private Property Rights Protection Act claims.

In addition to being admitted to all Florida state courts, Carlos is admitted to practice in the U.S. District Court for the Middle and Southern Districts of Florida.

Carlos speaks and writes for a variety of audiences, including the firm's Legal Scoop on Southwest Florida Real Estate blog. The Florida Bar’s Eminent Domain Committee, The Florida Bar's City, County & Local Government Section, and the Florida Association of County Engineers & Road Superintendents have featured Carlos as a lecturer on eminent domain topics, and the West Coast Florida Chapter of the Appraisal Institute has featured Carlos as a panel speaker on witness preparation in eminent domain cases. The American Bar Association published an article Carlos wrote about the use of eminent domain to condemn underwater mortgages (December 10, 2012 web post). The Florida Bar Journal has published several of Carlos's articles, including two that he wrote about eminent domain topics.  The Supreme Court of Florida cited his article, “Eminent Domain: Identifying Issues in Damages for the General Practitioner,” in System Components Corp. v. Florida Dept. of Transportation, 14 So.3d 967 (Fla. 2009). Carlos is AV rated by Martindale-Hubbell

CAK big wheelYeah, that’s me on a Big Wheel at age 6 or 7. Check out that air! Good thing there was grass for soft landing….

Recently, my law partner and I tried a temporary injunction in a complicated business dispute. When I cross-examined the opposing expert, he answered “Yes” to most of my leading questions, as I expected he would. When the opposing expert strayed from deposition testimony, I impeached him to get him back on the straight and narrow.

Near the end, I elicited a pretty good answer. I could have stopped right there. It would have been a good cross-examination. But I thought I could ask one more question on this topic, and really nail him. There was some risk in asking the next question, as he could have tried to put a spin on his previous answers. But if he did, he’d have an awful lot of previous testimony to explain away.

It turned out the next answer was better than I could have hoped for when I was putting my cross-exam together beforehand.

Take-Away

Risk is a constant in business. Don’t avoid it—embrace it, measure it, and use it to guide your next action.

If your business ventures may require you to use the court system, whether as a plaintiff to enforce your contractual rights, or as a defendant to protect against attempts to attack your business, identify the risks and discuss them with your lawyer. He or she should be listening so that you can identify a strategy to come up with a soft landing. Just in case.

henderson franklin street sign - smaller versionThank you to those readers who attended our C-Suite Seminar Kick-off on September 15, 2016. I posted on September 1 about the topic that my colleague, Mark Nieds, Esq., and I would be presenting. If you did happen to miss us on the 15th, Mark and I explained what to do when a shareholder demands an inspection of the company’s books and records.

To make the discussion more lively, we prepared a mock letter.

While the letter didn’t track the statute, our advice was to respond to the letter promptly, pointing out that the company is ready to comply with a document inspection demand that complies with the statute. This way, the company refuses to comply with a demand outside of the statute, but shows it’s ready to promptly comply with a demand within the statute. This will be useful if the shareholder decides to forego a statutory demand and, instead, files suit under Florida Statute section 607.1604. In that scenario, the company will be well-protected and may have an opportunity to recover its attorneys’ fees and costs for an improper document demand.

The take-away from our presentation? Don’t ignore the demand and get your counsel involved early so that you are ahead of the game on this issue. Click here for a link to the handouts.

Have you ever received a letter from a shareholder in your business demanding an inspection of the books and records of the company? If you never have, count yourself lucky.

Florida Law

That’s because Florida law provides a right for any shareholder to inspect the books and records of a company. Florida Statutes section 607.1602 gives a shareholder the right to inspect various categories of company books and records. The key to evaluating a request is to determine what is being requested. Florida law defines corporate records; not everything for which a shareholder demands an inspection must be provided.

Continue Reading “I demand an inspection of the books and records of the company!”