Rhode Island Business Litigation Attorney

Business litigation is the process of resolving a dispute between businesses, or between a business and its owners, customers, vendors or former employees, through demand, negotiation and, when needed, a court case. In Rhode Island the claims most often rest on contract law, the Uniform Commercial Code for sales of goods, the Limited Liability Company Act and the Uniform Trade Secrets Act.

Most disputes start with a document: a signed agreement, a purchase order, an operating agreement, an email chain. The first job is to read what the parties agreed to and compare it with what happened. Our guide to proving a Rhode Island business contract explains how courts treat written, oral and email agreements.

A business dispute lawyer in Providence works both sides of the table. We bring claims for businesses that are owed money or performance, and we defend businesses that have been sued. The economics matter as much as the merits.

These are the disputes that most often reach our office from Rhode Island business owners.

Under R.I. Gen. Laws § 6-41-1, a trade secret is information, including a compilation, method or process, that derives independent economic value from not being generally known or readily ascertainable by proper means, and that is the subject of reasonable efforts to keep it secret. Misappropriation includes acquiring it by improper means, such as theft, bribery, misrepresentation or breach of a duty of secrecy, and disclosing or using it without consent. A customer list can qualify, but only if the business actually protected it. Damages under § 6-41-3 are covered in the table below.

When co-owners cannot agree, the operating agreement controls first. It usually sets who decides, how a member leaves and how an interest is valued. Our post on Rhode Island LLC operating agreements and formation decisions explains which clauses matter most once a dispute starts.

If the agreement is silent or the relationship has broken down, Rhode Island law provides a court remedy. Under R.I. Gen. Laws § 7-16-40, on application by or on behalf of a member, the Superior Court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or the operating agreement. That is the whole test the statute states; it lists no specific grounds.

Dissolution is a last resort. Most deadlocks end in a negotiated buyout, a mediated agreement on management, or a court order that keeps the business running while ownership is sorted out. Read our guide to Rhode Island LLC deadlock, records, buyouts and dissolution for the records to gather first.

A disagreement does not by itself give one owner the right to force the other to sell. Tell us early about threatened transfers, lost access to company records or use of company information by a departing owner, because those facts can support emergency relief in Superior Court.

Every business claim has a filing deadline and a defined set of remedies. The table lists the ones that come up most often in Rhode Island business litigation, with the Massachusetts rule for comparison.

Rhode Island's fee-shifting rule is narrow. Each side usually pays its own attorney, and a court awards fees only in the two situations § 9-1-45 names. A written contract can change that with a fee clause, which is one reason to read the agreement before sending a demand.

Massachusetts business disputes run on different rules, including a six-year contract deadline and a Chapter 93A claim for business-to-business unfair practices that occurred primarily and substantially in Massachusetts; our Massachusetts business contract disputes and Chapter 93A section 11 post covers that claim.

The amount in dispute and the relief you need decide the court.

District Court. Under R.I. Gen. Laws § 8-8-3(a)(1), the District Court has exclusive original jurisdiction of civil actions at law where the amount in controversy does not exceed $5,000. Under § 8-8-3(c) it shares jurisdiction with the Superior Court from $5,000 to $10,000, and any defendant may demand removal in the answer. For a money claim up to $5,000 on a contract, a retail sale or service, or a negotiable instrument, the plaintiff can elect small claims by waiving appeal under § 10-16-1. Our Rhode Island small claims court guide walks through filing, hearing and collection. Providence County District Court sits at the Garrahy Judicial Complex, 1 Dorrance Plaza.

Superior Court. Larger claims, and any claim for equitable relief such as an injunction, specific performance or LLC dissolution under § 7-16-40, go to the Superior Court, as does a complaint to enforce a mechanics' lien under § 34-28-10. Providence County cases are heard at the Licht Judicial Complex, 250 Benefit Street. Kent County cases sit at the Noel Judicial Complex in Warwick, Washington County at the McGrath Judicial Complex in Wakefield and Newport County at the Murray Judicial Complex.

If the customer who owes you is in Massachusetts, small claims there covers claims up to $7,000 under M.G.L. c. 218, § 21; see our post on unpaid business invoices in Massachusetts and small claims.

1. Conflict check and document review. We take the names of the businesses and people involved, check for conflicts, then read the agreement, the account and the key communications.
2. Demand. A written demand states what is owed or what performance is required, cites the contract terms and sets a date to respond. Many disputes resolve here or in the negotiation that follows.
3. Negotiation or mediation. Where the parties still need each other, a payment plan, a buyout or a mediated agreement on management can cost less than a case. Partner and LLC member disputes are often mediated.
4. Filing. If the dispute does not resolve, we file in small claims, District Court or Superior Court depending on the amount and the relief. If an injunction is needed to stop a transfer or protect trade secrets, that motion is filed with the complaint.
5. Answer and counterclaims. A business that is served must answer within the time the court rules allow or risk a default judgment. We review the complaint, raise defenses and assert any counterclaim.
6. Discovery. Each side exchanges documents and answers questions under oath. Business cases are decided on records: contracts, emails, invoices and accounting entries.
7. Resolution or trial. Many cases resolve after discovery once the records are clear. If not, the case is tried and the judgment is collected through the court's execution process.

A useful first meeting is built on documents. Bring what you have, even if it is incomplete.

Keep competing spreadsheets as separate dated versions, and note who prepared each record and when. A short description of the problem is enough for the first call; detailed financial records come after the conflict check.

Shareholder disputes, partnership disputes and disagreements between LLC members start with the business structure and the governing agreements. DiLibero & Associates reviews ownership, control, distributions, buyout proposals and deadlock from its Providence office. Bring the articles, bylaws, operating or partnership agreement, ownership records and communications about the dispute.

For an LLC, R.I. Gen. Laws § 7-16-40 allows a member to seek Superior Court dissolution when operating under the articles or operating agreement is no longer reasonably practicable. The court decides whether that standard is met.

For a corporation, R.I. Gen. Laws § 7-1.2-1314(a)(1) addresses shareholder actions seeking liquidation of the corporate assets and business. It requires a finding that dissolution would benefit shareholders and a listed ground, such as management deadlock or illegal, oppressive or fraudulent control. A disagreement alone does not establish those requirements.

A partnership dispute requires review of the partnership agreement and the law governing that entity. The LLC and corporation dissolution provisions are different rules for different business forms. We review negotiated options and the relief the documents and applicable law support.