Business Litigation

Almost always send a demand letter first. A well-drafted demand letter resolves a meaningful percentage of disputes without litigation, costs a tiny fraction of filing, and demonstrates good faith if the matter does proceed to court.

What makes one work is specificity. A letter that states the facts, identifies the provision breached, quantifies the loss with evidence, and sets a concrete deadline reads as a precursor to filing. One that expresses displeasure and threatens vaguely reads as a bluff, and gets treated as one.

There are situations to skip it. If a limitation period is about to expire, filing preserves the claim. If assets are being dissolved or moved, notice may accelerate exactly what you are trying to prevent. And where injunctive relief is the real remedy, warning the other side can defeat the point entirely.

Missouri’s periods differ sharply depending on the nature of the claim, and the difference decides whether an aging dispute is still live.

Ten years for actions upon a writing for the payment of money or property, under RSMo § 516.110. Most written contracts and notes sit here.

Five years for oral and implied contracts, injury to goods, “any other injury to the person or rights of another, not arising on contract,” and fraud, under RSMo § 516.120. Fraud runs from discovery of the facts, capped at ten years.

The trap for businesses is that a single commercial relationship can generate claims in several categories at once — breach of a written agreement, breach of an oral variation, and a fraud claim — each with its own clock and its own accrual date. If a receivable or dispute has been sitting, have it assessed rather than assuming.

If your contract has an arbitration clause, you’re likely going to arbitration. Whether that’s good or bad depends on the matter; we handle both court and arbitration proceedings.

Missouri imposes a formality that is worth checking before either side assumes the clause binds. Under RSMo § 435.460, a contract subject to the state arbitration act must carry a notice reading substantially: “THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.” It must be in ten point capital letters and appear adjacent to or above the signature space.

That requirement gets missed in contracts assembled from templates, and it is one of the first things worth checking when a party would rather be in court. Federal law can complicate the analysis where interstate commerce is involved, so the answer is rarely automatic either way.

On the merits: arbitration is usually faster and private, with very limited appeal rights. Court is slower and public but offers real appellate review and, often, broader discovery. Which suits you depends on whether you are the party who benefits from speed or from scrutiny.

Highly variable. Simple Missouri contract disputes can resolve in 6 to 12 months. Complex matters with extensive discovery can run 2 to 4 years. We give you a realistic timeline at engagement.

Most of that elapsed time is not work on your file — it is court scheduling, response deadlines, and opposing counsel’s calendar. What actually extends a case is contested discovery, which turns a single document request into briefing, a hearing, and a ruling.

That matters less in litigation than people assume. Discovery is bounded by relevance, not by the opponent’s budget. Cases are won on facts and law. That said, we will tell you honestly if a matter is genuinely cost-prohibitive.

Where resources do tell is attrition — motion practice designed to raise your cost rather than advance the case. The counter is planning: a written budget, defined decision points, and a documented record of tactics, which courts can address through fee-shifting or sanctions where conduct is abusive.

The more useful question is usually not who has more money but whether the defendant can actually pay a judgment. A well-funded opponent is at least collectable. Litigating to victory against an empty shell is the genuinely wasted spend.

Only if something shifts them. Missouri follows the American Rule — each side bears its own fees unless a contract or statute provides otherwise. For business disputes the contract is the usual answer, and it is worth reading before you decide whether to pursue a claim at all.

Prevailing-party clauses are common in commercial agreements and cut both ways: they can make a modest claim economic, and they can make losing considerably worse. Where one exists, it belongs in the cost conversation from the first meeting.

Some statutory claims carry fees, including the Missouri Merchandising Practices Act under RSMo § 407.025 — though that statute is limited to purchases made primarily for personal, family or household purposes, so it rarely reaches a business-to-business dispute.

Rarely, and Missouri’s 2020 reforms made it harder. Ordinary breach of contract does not support punitive damages; you generally need conduct amounting to an independent tort, such as fraud.

The standard under RSMo § 510.261 requires proof by clear and convincing evidence that the defendant “intentionally harmed the plaintiff without just cause or acted with a deliberate and flagrant disregard for the safety of others.”

The procedure matters as much as the standard. No initial pleading may contain a claim for punitive damages. Adding one requires a written motion supported by affidavits or discovery, filed no later than 120 days before the final pretrial conference. That deadline has to be diarised early in any case where punitive exposure is realistic.

Start with the operating agreement or partnership agreement. It likely addresses management rights, access to books and records, distributions, and deadlock — and whatever it says will largely govern.

Members and partners generally owe each other duties, and conduct such as denying access to records, diverting company opportunities, or paying oneself while excluding a partner can support claims for breach of fiduciary duty and an accounting.

Practical steps: document what is happening in writing, request access to records formally rather than informally, and preserve everything. Do not respond with self-help — retaliatory lockouts or unilateral withdrawals tend to generate counterclaims and cost you the moral high ground a court would otherwise notice.

Judicial dissolution exists as a remedy of last resort. It is genuinely destructive to a working business, which is why negotiated buyouts and mediated valuations resolve most of these matters.

Rarely for commercial disputes. The work required for business litigation typically doesn’t fit pure contingency. We can structure hybrid arrangements (reduced hourly plus contingent component) for some matters.

Two conditions have to hold: the recovery must be large enough to fund the work at risk, and the defendant must be collectable. Commercial defendants often carry defences that make outcomes genuinely uncertain, which is why hourly or hybrid structures usually fit better.

Demand letter laying out the claim and the requested resolution. Negotiation if there’s a credible response. Mediation if structured discussion is needed. Filing only when these don’t produce resolution.

Settlement communications made in the course of compromise are generally not admissible to prove liability, which is what allows both sides to speak frankly. That protection is not unlimited, and it does not turn a document into a privileged one simply by labelling it — so what goes into a demand still needs care.

Preserve documents immediately. Suspend any automatic deletion of emails, messages and files, and tell the people involved to keep everything. Destroying relevant material once litigation is reasonably anticipated carries its own sanctions, entirely separate from the merits.

Collect the contract and every amendment, the full correspondence trail including texts, invoices and payment records, and any internal notes about performance. Write a dated timeline while memories are fresh.

Then stop discussing the dispute with the other side, and route communication through counsel. Well-intentioned messages routinely concede elements of a claim, and they are the first exhibits produced.

Treat it as urgent. A response deadline runs from the date of service and does not pause while you look for a lawyer. Missing it exposes you to default judgment, which can be entered without any consideration of your side and is difficult to set aside afterwards.

Notify any insurer that might owe a defence — general liability, professional liability, cyber, or a legal plan. Late notice can jeopardise coverage that would otherwise have paid for the defence.

Preserve everything, avoid contact with the opposing party, and bring the summons and petition to the first meeting along with the contract and correspondence. Early assessment also identifies counterclaims, which are frequently the strongest part of a defendant’s position.