Most business disputes and litigation involve one or more contract claims. Some contracts are as simple as a purchase order. Others are extremely complex, having both oral and written attributes, and involving multiple business functions. The Firm has experience in litigation and trial of all types of contract claims, including those governed by the Uniform Commercial Code; contracts for the purchase, sale, development, distribution, marketing, and licensing of products and services; contracts for the purchase and sale of a business; contracts for the acquisition, development, construction, sale, management, and syndication of real property; secured and unsecured lending and finance contracts; artist-producer contracts in the entertainment industry; and franchise contracts.
The firm has specialized expertise in the prosecution and trial of actions involving the governance, control, management, and ownership of business entities—corporations, limited liability companies, and partnerships. Mr. Rudolph has litigated and tried cases involving voting rights, corporate derivative suits, involuntary dissolution actions, and claims for breach of fiduciary duties by partners, shareholders, directors, and officers.
One category of claims that is recurrent in our practice is what we call “squeeze-out” cases. These actions involve efforts by a controlling shareholder or group of shareholders to illegally deny the voting rights and power of a minority shareholder or group of minority shareholders, and seize some or all of the business and assets of the corporation for the benefit of the majority, without regard for the legal rights of the minority. Often, these cases begin with the illegal removal or election of directors, and include disputes over the obtainment of proxies.
These types of cases require specialized knowledge of the procedural and substantive rules that govern the litigation. The firm is particularly proud of the fact that he has never had a negative result in a squeeze-out action, whether the case proceeded to trial or was disposed of before trial, by motion or settlement.
This category of case involves business torts. Claims for relief in this arena are based upon alleged fraud, unfair competition, infringement of trade secrets, interference, business libel, and/or antitrust. Each different claim holds the potential of different relief, often including punitive or exemplary damages. And, each case in this category normally includes a contractual setting, requiring the strategic interplay between the contract claims and the tort claims.
In one case Mr. Rudolph tried to a jury in Orange County Superior Court, the plaintiff he represented and the defendant entered into a contract under which the defendant produced a proprietary, high-tech product for the plaintiff. The defendant stole the product, and began producing and distributing it on its own behalf. Mr. Rudolph gained a verdict under the California iteration of the Uniform Trade Secrets Act, and the Court enjoined the defendant’s further use, production, and sale of the product.
Other cases in which The Firm has successfully prosecuted and defended against claims of unfair competition have involved the infringement of software code, licensed software, customer lists, and manufacturing processes; tying arrangements and price control; discriminatory conduct by the seller of goods or services; false advertising; and failure to comply with product labeling required by statute or regulation.