November is Will Planning Month here at Boyer Law Firm
Your Last Will and Testament is the document you sign, naming the people you wish to receive your property and assets after you pass. It can impact the assets you hold not only in Florida or the United States, but also in other nations. Your Living Will is the document you sign, explaining whether and how long you wish to be held on life support if you ever become incapacitated and terminally ill with no chance of recovery.
For more information about planning your will, or to take the next step and begin the drafting process, contact Attorney Francis Boyer today.
Notary public vs. civil law notary: A civil law notary is distinct from a notary public. On the one hand, a Florida notary public requires very little training, payment of a small fee, and very few duties and responsibilities. On the other hand, a civil law notary requires extensive training, has a tremendous amount of responsibility, and owes a fiduciary duty to clients.
In Florida, one can become a notary public simply by taking an online course that usually takes a few hours to complete, paying a fee under $200, complete an application and submit the application through a bonding agency.
A civil law notary (aka “notaire”) must go through years of formal training much like an attorney. The education component alone requires five years of school. In addition, those who complete the 5-year degree program must then complete two full years of internships before being sworn in as an official Notaire.
A Florida notary public has the limited role of administering oaths, attesting to copies of certain documents, solemnizing marriage.
A civil law notary has the expansive role of drafting and preparing legal documents, authenticating documents and transactions, and advising clients in certain legal matters.
Civil law notaries are found in many civil law nations outside the United States. Most European nations and Latin American nations have civil law notaries. However, in Florida, there is the Florida Civil Law Notary appointment program for Florida Attorneys that practice international law and who have a need to authenticate an act or attest to the validity of a document.
Attorney Francis Boyer of Boyer Law Firm is one such attorney. If you believe you need any document notarized by a civil law notary or a Florida public notary, contact Boyer Law Firm today for a free consultation and to schedule a notarization session.
Express Contract vs. Implied Contract: Florida contracts come in two types: express and implied. The two only differ in the manner in which they are formed.
An express contract is formed by language. The language may be written or oral. Thus, there is no writing requirement to the express contract.
An implied contract is often called an “implied in fact” contract. This is to try to distinguish it from the “implied in law contract.” However, the implied in law contract is not a contract at all. So the name “implied in law contract” only stands to confuse and is really a misnomer. Nonetheless, these are the terms that are used.
An implied in fact contract is formed by the showing of an agreement, not by language, but by the conduct of the parties. The famous example of an implied contract is when a person sits in a barber’s chair and the barber cuts his hair. While neither party may have said anything or written anything about their agreement in which one party promises to cut hair and the other party promises to pay, there is still an expectation. Both parties’ conduct has shown that a contract has been formed.
The misnomer, implied in law contract, is actually formed by courts. The purpose of forming this type of contract during the litigation process is to avoid “unjust enrichment” by a party that received a benefit and does not want to pay. Thus, a court can form an implied in law contract, which allows the plaintiff to bring an action in restitution to recover the amount of the benefit conferred on the defendant.
Remember, no matter how a potential Florida contract is formed, there are certain subject matters which will render a void or voidable contract. A void contract cannot be enforced by either party, even if it is in writing and both parties openly agree to the terms.
If you have any questions about contracts or would like to speak with an experienced Florida contract attorney, schedule a free consultation today!
There are several advantages of the Florida corporation, such as the limited liability, the centralized management structure, and the transferability of ownership. However, other areas, such as taxation of a corporation, have advantages as well as disadvantages.
A corporation is a business organization that consists of an independent entity created by the state according to Florida corporation law. Thus, a corporation is a separate legal entity, distinct from its shareholders (aka owners) and generally has the same rights and privileges as a person.
1. Limited liability. In general, the shareholders of a corporation are not personally liable for the debs and obligations of the corporation. The liability of shareholders for corporate losses is usually limited to the amount of their investment. This is one of the biggest advantages to the corporate structure. However, many creditors nullify this advantage by requiring a personal guaranty or a co-signature.
2. Centralized management. The management of a corporation is centralized in the board of directors. This is very important to large businesses with widely scattered public ownership.
3. Continuity of existence. The corporate entity generally has perpetual existence and continues to exist regardless of any changes in ownership or management.
4. Transferability of ownership. Shares of stock in a corporation represent ownership in the business. Corporate shares are freely transferable by the shareholders (owners). This allows for the “liquidity” that is essential to a public market for shares, but the transferability is frequently restricted by agreements in closely held businesses. Watch out for those restrictions.
5. Access to capital markets. Corporate shares may be bought relatively easily compared to shares in other entities. This has enhanced the ability of corporations to raise venture capital in relatively small lots (frequently 100 shares at a time) directly through public markets. Note, the process of “going public” to sell shares on a public platform is now highly regulated by both state and federal laws.
If you have any questions about the corporate structure or would like to discuss your business with an experienced Florida business law attorney, call today to schedule a free consultation!