At Deming Law, we protect trade and construction business owners so one bad job site accident or one lawsuit cannot take away everything you have built. We serve business owners, investors, and partners of closely held and privately owned businesses in trades, construction, and supply chain industries. We take the time to understand your business, its structure, and how it operates. For existing businesses, we develop your corporate structure and protect your assets. For new businesses, we build your protective structure from the outset, tailored to meet your objectives. As your business grows, we serve as your outside general counsel, drafting the contracts, employment agreements, and corporate governance documents that keep your protections in place, so we remain your partner well beyond initial formation.
These businesses face constant risk exposure, from job site injuries and worksite hazards, to contract disputes, liens, and, for distributors and suppliers, product liability claims when materials fail downstream. We help isolate and mitigate these risks through resilient corporate structuring that protects your assets, and we remain your partner through the contracts and ongoing legal services your business needs to support daily operations. We provide legal services and asset protection for the following businesses.
Commercial and Residential Contractors
Whether you run a small crew or a growing multi-trade company, we protect the business you have built. We structure legal protections for the following businesses.
Excavation, Civil, and Site Development
Operating heavy machinery on active, multi company job sites introduces extreme regulatory scrutiny and high stakes liability. We design corporate structures to protect the following businesses.
Building Material Distributors and Suppliers
If your business moves bulk inventory or relies on a supply chain, your physical assets must be legally insulated from your consumer facing risks. We structure legal protections for the following businesses.
Corporate Structuring and Asset Protection
We build a two-company structure for trade business owners, so what you own is protected from what you do. One company, the holding company, holds your valuable assets, your equipment, your property, your savings. A second company, the operating company, runs the day to day work, the jobs, the crews, the clients, where the real risk sits. If a job site accident or a lawsuit hits the operating company, your holding company and what it owns stay protected.
Fleet Vehicles and Heavy Equipment
For businesses with fleet vehicles and heavy equipment, we structure a separate entity dedicated specifically to those assets, keeping them shielded from the daily operational risks of your business. Learn more on our Fleet Vehicles and Heavy Equipment page. Beyond building your corporate structures, we draft the agreements needed to maintain entity separation and preserve asset protection benefits, including leases for the property, equipment, and assets owned by the holding company that are utilized by the operating company.
Outside General Counsel and Ongoing Legal Support
We offer outside general counsel services, providing day to day legal support without the overhead of an in-house legal department. We draft and review the contracts that govern your scope of work, project milestones, and payment schedules, so your obligations are clearly defined before work begins. For contractors, we draft and review subcontractor agreements that define scope, payment, and responsibilities between you and the trades you hire. For contractors who are not paid for completed work, we help protect your right to file a mechanic's lien against the property. For distributors and suppliers, we draft and review material supply and purchase agreements and the credit terms that govern your customer relationships. We prepare, file, and review UCC financing statements to protect your priority as a secured creditor.
Frequently Asked Questions
What is a holding company? A holding company owns your valuable assets, separate from the company that runs your daily operations, so a lawsuit against your business cannot reach what you have built.
What is an operating company? An operating company runs your day to day business, the jobs, the crews, and the clients, where the real risk sits. Keeping it separate from your holding company means a lawsuit against your operations cannot reach the assets you have built.
Do I need a separate company for my vehicles or heavy equipment? In many cases, yes. Visit our Fleet Vehicles and Heavy Equipment page to learn more.
What is a UCC filing? A UCC filing is a public notice that protects your right to payment when you sell materials or equipment on credit. If your customer does not pay, or files for bankruptcy, filing gives you priority to recover what you are owed ahead of unsecured or later-filed creditors. If materials or equipment become attached to the property, such as HVAC systems, this is filed as a fixture filing at the county level.
Why does an excavation or demolition company need this structure? These businesses face constant on-site risk, from third-party property damage, such as a utility line or neighboring property, to worksite injuries, so keeping your equipment and assets in a separate holding company matters even more, since a job site accident hits only your operating company, not what you own.
Why do I need a written scope of work with my clients? Verbal changes and informal add-ons during a job are one of the most common sources of disputes for contractors. A written scope of work, with a clear change order process, protects you if a client later disputes what was agreed to or what they owe.
What is an indemnification clause, and why should I have my contracts reviewed before signing? An indemnification clause can require your business to cover another party's losses, damages, or legal costs, even for claims not caused by your work. We review contracts before you sign to identify overly broad indemnification language and negotiate terms that fairly limit your exposure.
What is a surety bond, and why might I need one? A surety bond is a guarantee from a bonding company that you will fulfill your contractual obligations, and private owners or general contractors often require one before awarding a project.
Why does my business structure matter when I need to get bonded? Sureties evaluate your company's character, capacity, and capital, including your organizational structure, internal controls, and how you have handled past obligations and disputes, not just your financial statements, before issuing a bond. If you own other business entities, sureties also look at whether those entities are financially sound and properly separated from the one seeking the bond. We help structure and maintain your business, and prepare the documentation sureties look for, to support your bonding needs.
I am a subcontractor. How can I protect myself if the general contractor does not pay me? Florida law enforces pay-if-paid clauses only when the contract language is clear and unambiguous that the owner's payment is a true condition of your being paid, and unclear language is generally read as only setting a reasonable time for payment rather than eliminating it. Even where a valid pay-if-paid clause exists, you generally retain your right to file a construction lien or make a claim against a payment bond, since the Florida Supreme Court has held in OBS Company v. Pace Construction Corp.that a payment bond claim is not defeated simply because the owner has not paid the general contractor. To preserve these rights, you must serve a Notice to Owner within forty five days of first starting work, under Florida Statute section 713.06, and record a Claim of Lien within ninety days of your last day of work, under Florida Statute section 713.08, or you can lose your lien rights entirely regardless of the payment dispute. We help you review and understand the terms of your subcontract and the position and risk exposure you have, so you understand every aspect of the job and the legal considerations going into it.
Why is the forty five day Notice to Owner deadline so often missed? The deadline is forty five days, and it runs from the date you first furnish labor, services, or materials to the project, not from your contract date or your first invoice. Many subcontractors track those administrative dates instead of the actual first day on site, which causes the deadline to be missed. By the time the mistake is caught, the window has often already closed, and the lien right is lost regardless of whether payment is later disputed. We help you track this deadline and file your Notice to Owner correctly, so your lien rights stay protected.
When does the ninety day deadline to record a Claim of Lien actually start? The deadline runs from your final furnishing of labor, services, or materials under the contract, not from a later callback or repair visit. Warranty work, punch list corrections, and incidental return trips generally do not restart the clock, so contractors who assume a later visit extended their deadline often discover the window already closed. We help you correctly identify your final furnishing date and record your Claim of Lien on time.
Once I record a Claim of Lien, how long is it valid? A recorded Claim of Lien is only valid for one year, and if you do not file a lawsuit to foreclose on it within that time, the lien becomes worthless even though it was properly recorded. We help you track this deadline and take the steps needed to enforce your lien rights before they expire.
What is a Notice of Commencement, and why does it matter to my business? A property owner is required to record a Notice of Commencement with the county clerk's office before work begins, and it typically expires after one year unless a longer period was specified. If a new Notice of Commencement is recorded during the project, you may need to serve a new Notice to Owner to preserve your rights for any work performed afterward. We monitor these filings on your projects so your lien rights stay protected throughout the job.
What is the difference between a conditional and unconditional lien waiver, and why does it matter? An unconditional lien waiver is valid the moment you sign it, releasing your lien rights even if the payment check later bounces or never clears, while a conditional waiver protects you by only taking effect once the check actually clears. We review lien waiver language before you sign, so you do not release your rights before you are actually paid.
What are milestone or progress payments in a construction contract? Milestone, or progress, payments break the total contract price into smaller payments tied to specific phases or deliverables, such as completion of demolition, framing, or a defined percentage of the work, rather than paying the full amount only at the end of the job.
Why is it important for milestones to be clearly defined in my contract? A milestone should be tied to specific, verifiable criteria, such as a completed deliverable or an inspection, rather than a vague description, since unclear milestone language is a common source of payment disputes over whether a phase was actually finished. We draft milestone definitions with objective criteria, so it is clear when each payment is due.
Do I have the right to stop work if I am not paid for a completed phase? Florida law does not automatically give you the right to stop work over nonpayment, so that right needs to be written into your contract, otherwise pausing work could put you in breach instead of the client. We draft contract language giving you the express right to suspend performance on later phases if payment for a completed milestone is not received within a defined period.
If I perform work without the proper license, can I still recover payment even without an enforceable contract? Generally, no. The Florida Supreme Court held in Earth Trades, Inc. v. T&G Corp.that Florida Statute section 489.128 bars an unlicensed contractor from enforcing a construction contract, whether through a breach of contract claim or an equitable claim like quantum meruit, even if the other party knew the contractor was unlicensed. This means an unlicensed contractor can complete the work and still have no legal path to be paid. We make sure your licensing and scope of work align with the job before you sign, so your right to be paid is protected.
Residential and Private Homeowner Projects
What is the deposit limit on a residential construction contract in Florida? Under Florida Statute section 489.126, if you receive more than ten percent of the contract price as an initial payment on a residential job, you must apply for the necessary permits within thirty days of receiving that payment, and meet related obligations to start work or refund the funds, unless the homeowner agrees in writing to different terms. We structure your residential contracts and deposit terms to keep you compliant with this requirement.
If I file a lien on a residential job, can the homeowner shorten my time to act on it? Yes, a homeowner can record a Notice of Contest of Lien under Florida Statute section 713.22, which cuts your normal one year window down to just sixty days from the date you are served, and if you do not file a lawsuit to enforce your lien within that sixty day period, it is automatically extinguished. We monitor for a Notice of Contest of Lien on your residential projects and act quickly to protect your right to enforce payment.
What is the fifty percent rule in Florida, and how does it affect my renovation project? If the total cost of a renovation, repair, or addition equals or exceeds fifty percent of the structure's market value, not including the land, before the work begins, Florida's building code deems the project a substantial improvement. Once that threshold is met, the entire structure, not just the areas being renovated, must be brought into compliance with current building and floodplain codes.
How is the fifty percent threshold actually calculated? The comparison is between the total cost of the proposed work and the structure's market value before construction starts, and local building officials typically require documentation, such as an appraisal or a repair and improvement cost form, to make this determination. Underestimating either figure can result in a project being incorrectly classified, which can delay or complicate permitting.
What does it mean if my project is deemed a substantial improvement? The entire structure must meet current building and floodplain requirements, which can include elevating the structure, updating structural systems, and meeting current wind and flood resistance standards, not only the scope originally planned. This can significantly increase the cost and complexity of a project that started as a modest renovation.
Does structural work, like removing a load-bearing wall, trigger code compliance requirements on its own, separate from the fifty percent rule? Yes. Florida's Existing Building Code classifies alterations by level, and more extensive structural changes, particularly those involving load-bearing elements, can trigger broader current-code compliance requirements for the areas affected, independent of whether the fifty percent cost threshold is met.
Why does the fifty percent rule matter so much for older Florida homes specifically, and how can I protect myself? Many homes in Florida were built decades ago under codes far less strict than current requirements, especially around wind and flood resistance, so a renovation that triggers the fifty percent substantial improvement rule can force the entire structure, not just the areas being worked on, up to current code. Contractors commonly protect themselves with a concealed conditions clause, requiring a stop in work and a formal change order once an unforeseen code compliance issue is discovered, so the added cost is documented and does not fall on the contractor by default. We build this protection into your contracts and help you evaluate this risk with your client before work begins.
How can I protect myself and my client from unexpected code compliance costs on a renovation project? We review the scope and estimated cost of your project against these thresholds before work begins, so you and your client understand whether the project may trigger substantial improvement requirements or expanded code compliance, avoiding costly surprises mid-project.
When is a private project payment considered late, and what can I do about it?Florida's Prompt Payment Act, under Florida Statute section 715.12, requires an owner to pay a contractor once the conditions for payment under the contract are met. Unpaid balances accrue statutory interest, at the rate under Section 55.03, Florida Statutes, plus twelve percent per annum, beginning on the fourteenth day after payment is due. We help you calculate what you are owed, including statutory interest, and pursue payment when a client falls behind.
What happens if a client does not pay me for completed work? You may have the right to file a mechanic's lien against the property to secure payment. We can help you protect that right.
Flat-Fee Pricing
Our services are based on a flat fee structure, providing you with upfront, transparent pricing for the work we deliver. Our objective is the same as yours, to protect your business and see it succeed, as your trusted legal partner. Therefore, you can reach out freely without worrying about additional costs. We encourage you to call or email us when you have a question or concern, because better communication leads to better outcomes. We built our practice on a strong base of long-term and referred clients as a result of being genuinely invested in their success.
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