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Recent Blog Posts
The Sources of Duty Rule: A Critical Analysis for Construction and Business Litigation
In the complex field of construction and business litigation, understanding the principles that govern liability is essential. One such principle is the "Source of Duty" rule, a key concept in Virginia law that plays a pivotal role in determining whether a claim should be pursued as a tort or as a breach of contract. This blog will explore the Source of Duty rule in depth, referencing key cases and applying this rule to common scenarios encountered in construction disputes. For the attorneys at Fox & Moghul, based in Fairfax, VA, specializing in real estate and business litigation, a thorough understanding of this rule is crucial to securing favorable outcomes for their clients.
What is the Source of Duty Rule?
The Source of Duty rule helps determine whether a claim in construction litigation should be classified as a tort or a breach of contract. The distinction is critical because the remedies available in tort and contract law differ significantly, impacting the litigation strategy. Essentially, the rule states that if the duty breached arises solely from the contractual agreement, the claim must be pursued as a breach of contract. Conversely, if the duty exists independently of the contract, the claim may be actionable in tort.
Understanding the Economic Loss Rule and Privity of Contract in Virginia Construction Law
In the intricate realm of Virginia construction law, the concepts of privity of contract and the economic loss rule play pivotal roles in determining the recourse for economic losses incurred due to negligence. This legal framework establishes a boundary between tort and contract law, specifying the conditions under which economic damages can be pursued. Through an exploration of case law and statutes, this blog provided by our highly sought after litigation attorneys at Fox & Moghul sheds light on how these principles are applied in Virginia, particularly in the context of construction disputes.
Privity of Contract and Economic Loss Rule: A Legal Overview
Virginia law stipulates that for one to recover economic losses in a negligence action, there must be privity of contract between the parties involved. This requirement underscores a fundamental distinction between tort law — which safeguards against harm to persons and property — and contract law, which protects the expectations negotiated between parties.
An Introduction to Limited Liability Companies in Virginia
Introducing the Limited Liability Company - The Cross Specie between A Corporation and Partnership
Think of a Limited Liability Company ("LLC") as a hybrid of a corporation, limited partnership and general partnership. It combines the tax advantages and management flexibility of partnerships with the limited liability shield of a corporation. In other words, the LLC is an unincorporated organization governed by contract, the terms of which are typically detailed in a document called the Operating Agreement.
Ever since Wyoming enacted the first Limited Liability Company statute in 1977, these hybrids have slowly but steadily become the business entity of choice for most real estate ventures. In 1991, Virginia adopted the Virginia Limited Liability Company Act, and by 1996, all states and the District of Columbia had adopted their own versions of LLC acts.
Don't Let the State Govern Your Business
The Importance of Customizing Your LLC's Operating Agreement
Virginia Fiduciary Duty Litigation: Understanding Your Rights and Responsibilities
At Fox & Moghul, we specialize in fiduciary duty litigation, representing clients in business disputes, shareholder derivative actions, corporate governance matters, and cases of corporate misconduct. Whether you are a business owner, investor, or corporate executive, understanding fiduciary duties is critical to protecting your legal and financial interests.
This blog breaks down fiduciary relationships, key legal obligations, common breaches, and defenses under Virginia law, while keeping all case law citations intact to ensure accuracy.
What Is a Fiduciary Relationship?
A fiduciary relationship is based on trust, confidence, and reliance between parties. Virginia courts define it as follows:
"A fiduciary relationship is one founded upon trust or confidence reposed by one person in the integrity and fidelity of another. It is said that the relationship exists in all cases in which influence has been acquired and abused, in which confidence has been reposed and betrayed."
Virginia Tortious Interference: Understanding Business Disruption Claims
At Fox & Moghul, we specialize in business litigation and have successfully handled complex tortious interference claims for both plaintiffs and defendants in Virginia. Whether you are dealing with a breach of contract, business sabotage, or a competitor wrongfully interfering with your client relationships, we have the expertise to protect your interests.
This blog guide breaks down the key elements of tortious interference, common defenses, and landmark Virginia case law that impacts businesses facing such disputes.
| Intentional Interference With Existing Contracts That Cannot Be Terminated At Will | Intentional Interference With Contracts That Can Be Terminated At Will | Intentional Interference With Prospective or Pending Contracts | Intentional Interference Affecting a Party's Prospective Business or Economic Advantages |
Virginia Non-Compete Agreements: What Employers and Employees Need to Know
At Fox & Moghul, we are Virginia’s top business and employment attorneys, specializing in non-compete agreements and restrictive covenants. Whether you are an employer seeking to protect trade secrets or an employee fighting an overbroad restriction, our legal team has extensive experience in drafting, negotiating, and litigating non-compete agreements across Fairfax, Arlington, Loudoun, Prince William, and Alexandria.
This guide covers everything you need to know about Virginia non-compete agreements, including key case law, enforceability standards, and common pitfalls.
What Is a Non-Compete Agreement?
A non-compete agreement (also known as a covenant not to compete) is a contractual restriction that prohibits an individual from working in a specific field or geographic area after leaving a company. Employers use non-competes to protect confidential information, trade secrets, and client relationships from competitors.
Common Uses of Non-Competes in Virginia:
✔️ Preventing former employees from working for direct competitors
✔️ Restricting contractors or partners from soliciting clients
✔️ Protecting proprietary business practices from being used by competitors
Understanding Fraud in Virginia: A Guide to Fraud Claims, Defenses, and Legal Complexities
At Fox & Moghul, we pride ourselves on being Virginia’s premier fraud litigation attorneys, with extensive experience in business fraud, real estate fraud, and consumer fraud cases. Fraud claims are notoriously difficult to prove, and many lawyers fail to grasp the nuances of actual vs. constructive fraud, reasonable reliance, and fraudulent concealment under Virginia law. This comprehensive guide explains the legal elements of fraud, case law precedents, and common pitfalls that could derail your claim.
1. What Is Fraud Under Virginia Law?
Fraud is a deceptive act or misrepresentation made with the intent to induce another party to act to their detriment. Fraud is not the same as breach of contract; it requires an intentional or reckless misrepresentation that results in actual harm.
2. Actual Fraud vs. Constructive Fraud
There are two types of fraud recognized under Virginia law:
Defenses to Defamation in Virginia: Exploring Privileges and Legal Protections
At Fox & Moghul, our Virginia defamation attorneys are highly skilled in navigating the complex landscape of defamation defenses. If you have been accused of defamation or are considering legal action, it is crucial to understand the available defenses under Virginia defamation law. This guide explores key legal privileges, truth as a defense, and statutory protections that may apply in defamation cases.
1. Truth or Substantial Truth as a Defense to Defamation
A. The Legal Standard: Truth as a Complete Defense
"Falsity is the sine qua non of a libel claim." — Brian v. Richardson, 87 N.Y.2d 46, 51 (1995)
Under Virginia defamation law, truth or substantial truth is an absolute defense to a defamation claim. Even if a statement damages a person’s reputation, if it is true, there is no defamation.
The motive behind a statement is irrelevant—even if the statement was made with malice, the truth remains a defense.
Navigating Virginia Defamation Law: A Comprehensive Guide for Protecting Your Reputation
A person who served as president for two charitable organizations that were well-known to the public because of their fundraising efforts (Chapin v. Knight‑Ridder, Inc., 993 F. 2d 1087 (4TH Cir. 1993);At Fox & Moghul, our Virginia defamation lawyers have extensive experience handling complex defamation cases, whether they involve spoken words, written publications, or defamatory statements broadcasted through social media or news outlets. If you have been the victim of false statements that have harmed your reputation, understanding Virginia defamation law is crucial in taking legal action.
This blog provides a detailed overview of defamation law, including key legal principles, case precedents, and what you need to prove to win your case.
1. What Is Defamation?
"In Virginia, as in other states, the law of defamation historically has protected a basic interest. The individual's right to personal security includes his uninterrupted entitlement to enjoyment of his reputation."— Gazette Inc. v. Harris, 229 Va. 1 (1985)
Am I Personally Liable for the Debts of My LLC, Partnership, Corporation or Other Business?
The answer to this depends on the factors discussed below. For today’s business owners, entrepreneurs and investors, personal guarantees requiring them to put their entire personal wealth at risk are an unpleasant fact of business life. This article provides some guidance on how to navigate this issue with the help of an example. In short, it depends on whether you undertook personal liability for the debts of the business.
Sample Personal Liability Clause in Commercial Contracts.
Let’s take the following example: Little Tran wants to open a restaurant in Fairfax Virginia. He opens a corporation, Little Tran Restaurant LLC, and signs a lease for his new business. At no point before signing on the dotted line did Little Tran think that he was incurring personal liability for the corporation’s debt in the event that the company failed to pay the hefty monthly rent. The key terms of the contract are as follows:
Signature Block:
