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Unfair Trade Practice and Business Litigation

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Companies face important business decisions every day. One of the most important is whether to bring a lawsuit to enforce a contract or protect an important business asset. Litigation costs money, and a company’s reputation is at stake whenever it gets involved in litigation, even if it wears the white hat. When a business partner fails to deliver what it promises, or another company sues your company alleging that you have broken a contract, litigation may be the only avenue to resolve the dispute.

Business litigation encompasses many legal problems arising from commercial and business relationships: contract terms, payment obligations, and delivery terms in contracts. It also involves business torts (fraud, misrepresentation, conversion, interference with contract) which are wrongs committed against a company by an individual or another company. Disputes over the quality of materials purchased, or promises not kept, are at the core of business litigation. Many times, a company’s conduct toward your company forms the basis of an unfair trade practice claim and can lead to the recovery of not only compensatory damages for losses, including lost profits, but also attorneys fees and punitive damages.

Connecticut’s Unfair Trade Practice Act (CUTPA) is a common source of commercial litigation. CUTPA allows a party to bring suit if it has suffered an ascertainable loss of money or property as a result of a prohibited deceptive act or practice. What constitutes a prohibited act or practice is a very complex issue, depending in part on the facts and circumstances of each case. A successful plaintiff may be awarded damages, injunctive or other equitable relief, attorney’s fees, and in especially egregious cases, punitive damages. A single bad act can violate CUTPA. In other words, the law does not require a series of bad acts. Click here to read the precedent-setting court decision on this issue, argued by Anthony R. Minchella. Many of Attorney Minchella’s cases have been cited in the leading treatise on Connecticut’s Unfair Trade Practice Act.

When we represent companies in business litigation, we recognize and evaluate all of the risks our client faces, including financial and reputational risks. We represent national and local businesses when they find themselves faced with litigation. Some companies, based upon our advice, choose to mediate or arbitrate disputes, either prior to filing a lawsuit or after a lawsuit has been commenced. Other companies decide, after full evaluation of the risks and benefits of litigation, to have their day in court. We are there every step of the way.

Business litigation often involves disputes over goods or raw materials that one company sells to another. Buyers and sellers of goods normally document these transactions with purchase order forms and purchase order acknowledgments. It happens like this: a conversation; maybe a visit to the production facility; discussions about price and delivery terms. And then the seller faxes the purchase order, and the buyer faxes back an acknowledgement of the order. Like the first shots at Lexington and Concord, this is the "battle" of the forms. Find out why the words you use on your forms can protect your assets, or sink your ship, in the story of the battle of the forms.

We focus on resolution of disputes involving sales of goods. These disputes often involve what terms are included in the parties’ agreement. And the parties’ agreement is often found in the purchase order, sales confirmation or acknowledgment, or an invoice. These terms can include a choice of what state’s law applies, the location of where a lawsuit must be brought, or disclaimers of warranties and remedies. The party that wins the “battle” of these forms usually ends up in the stronger position, if the party’s “form” has favorable terms. We not only litigate these issues, we advise manufacturers on drafting appropriate forms to use in their day-to-day business transactions. So, if they find themselves in a dispute over goods sold or purchased, they are in a stronger position if they have terms they want as part of the “agreement.”

Take our Contracts Challenge to see if your purchase and sales contracts work for you.