Dunham LLPDunham LLP2026-05-14T15:23:14Zhttps://www.dunhamllp.com/feed/atom/WordPress/wp-content/uploads/sites/1203436/2019/10/dunhamOG-75x75.jpgOn Behalf of Dunham LLP<![CDATA[How to handle a cease-and-desist letter as a business owner]]>https://www.dunhamllp.com/?p=534352026-01-14T18:06:15Z2026-01-14T18:06:15Z a cease-and-desist letter can be a shocking experience for any business owner. Whether it involves intellectual property, non-compete agreements, or contract claims, it is not uncommon to feel something akin to panic after reviewing the letter. Although a common reaction, it is important not to respond impulsively. In Texas, for instance, nuances like the Uniform Trade Secrets Act (UTSA) can play a significant role in these matters. As such, it is important to move forward strategically to protect your business interests. The following steps can help you navigate the situation and better ensure a favorable outcome.
Step 1: Read and analyze
The first step is to thoroughly read and analyze the letter. Pay close attention to:
The specific demands and deadlines outlined.
The sender's claims and any evidence they have cited.
Understanding these details is essential to formulating an appropriate response.
Step 2: Pause and document
Immediately halt any activity that the letter accuses you of. This pause allows you to gather all relevant records, contracts, and proof of your rights as well as document your current practices to ensure compliance. This documentation can help you to assess the validity of the claims against you.
Step 3: Get legal help now
It is imperative to seek legal assistance promptly. Contact experienced business litigators, such as Dunham LLP, who can:
Analyze the letter for weaknesses.
Provide guidance based on next steps to protect your business interests.
Apply applicable law, such as the Texas Uniform Trade Secrets Act (UTSA). This is a bit different from other states, so it is important to find legal counsel who are aware of the differences.
Those with experience in this area of law can offer insights and tailor a defense strategy to the details of the situation.
Step 4: Evaluate the claims
With legal counsel, evaluate the merits of the claims against your documentation. This may include a discussion of any potential bluffs or overreaches that are common in such threats as well as areas where the claims may lack substantial evidence. This evaluation will help you understand the strength of your position.
Step 5: Plan your response
Based on the evaluation, plan your response carefully. Your options may include:
Ignoring the letter if it is baseless.
Denying the claims with evidence.
Negotiating a settlement.
Countersuing if necessary.
It is wise to consult with your legal counsel before responding to help better ensure your actions are well-informed and part of a larger strategy to protect your business interests. Receiving a cease-and-desist letter can be overwhelming and frustrating, but with the right approach, you can handle it effectively. By following these steps and seeking experienced legal advice, you can better ensure your business interests are protected. Do not let legal threats intimidate you. Contact Dunham LLP today for a consultation before replying — don't let bullies win.]]>On Behalf of Dunham LLP<![CDATA[Noncompete and Nonsolicitation Laws in Texas]]>https://www.dunhamllp.com/?p=534332026-01-06T17:45:49Z2026-01-06T17:45:49ZOrganizations typically prioritize regulatory compliance and contractual protections to minimize the likelihood of workers bringing lawsuits against the organization. Appropriate contract inclusions are also critical for the protection of a company's trade secrets and competitive advantages.
Perhaps a growing company about to greenlight groundbreaking new products intends to hire a new marketing director or an engineer. These professionals may have access to nonpublic information about the company's operations and its plans for the future. Workers might sell trade secrets to competitors or start competing businesses for personal financial gain. Noncompete and nonsolicitation agreements can play a critical role in protecting a company against unfair competition and the theft of trade secrets.
What is the difference between nonsolicitation and noncompete agreements?
Many business leaders are at least familiar with noncompete or noncompetition agreements. These restrictive covenants prevent workers from starting a competing business or taking a job with a known competitor. Nonsolicitation agreements prevent workers from attempting to do business with the company’s customers or clients in most cases. They can also prevent attempts to hire former co-workers and subordinates, thereby reducing the pool of talent that helps run the organization.
Are restrictive covenants enforceable in Texas?
Some states have prohibited the use of noncompete and nonsolicitation agreements in employment contracts. Texas has limited the use of these agreements but still allows for their enforcement in appropriate scenarios. Common errors by employers include making these contract inclusions overly broad or too one-sided. Current best practices in Texas generally require that noncompete and nonsolicitation agreements be subject to reasonable limitations. They should only last for a certain amount of time and may only apply to a specific geographic area. They also typically need to be reasonably necessary for the company's protection. Additionally, the employee generally needs to receive something of valuable consideration in exchange for signing the agreement.
How do companies enforce restrictive covenants?
Employers who suspect that a current or former employee has violated a noncompetition or nonsolicitation agreement need to document the alleged violation of the agreement. In most cases, litigation is necessary to enforce a restrictive covenant. Businesses can send cease-and-desist letters to workers, but forcing the cessation of unfair competition or holding the worker responsible for damages typically requires a lawsuit. Disagreements about whether the contract is valid and whether a violation actually occurred also often require the intervention of a judge. It is of the utmost importance that business leaders relying on nonsolicitation and noncompete agreements ensure that their contracts are thorough and compliant with all applicable laws. Working with the team at Dunham LLP can make it easier to draft protective employment contracts, review contracts when breaches occur and enforce noncompete or nonsolicitation agreements in the wake of employee misconduct.]]>On Behalf of Dunham LLP<![CDATA[How to respond to allegations of business fraud]]>https://www.dunhamllp.com/?p=534322025-11-27T03:16:21Z2025-11-27T03:11:08ZAllegations of business fraud can hurt your reputation, drain money and lead to civil or criminal problems. A clear plan helps you respond quickly and keep the situation under control.
Why an organized response matters
Fraud claims can draw attention from regulators and investors. They can also disrupt your daily operations. Fraud usually involves questions about intent and whether someone made a key misrepresentation, so the way you save documents and track your actions can shape the outcome.
Take immediate steps after receiving an allegation
Your first moves can influence the entire investigation. You should take these steps right away:
Preserve evidence: Keep all emails, contracts, financial records and messages tied to the accusation.
Assemble a response team: Assign people to handle legal, financial and operational tasks. Keep internal discussion limited to avoid confusion.
Consult legal counsel: An attorney can help you understand your risk and protect confidential information. They can also explain whether the issue involves intent, material facts or an agreement that may be unenforceable. According to the Texas Statute of Frauds, there are some contracts that must be in writing to be valid under Texas law.
These actions help you stay organized and prevent unnecessary disclosures.
Conduct an internal investigation
Your internal review should be careful and confidential. Gather documents, talk to key employees and determine whether the issue comes from a misunderstanding, a recordkeeping mistake or possible misconduct. Keep the group small to protect privileged information.
Understand common defense strategies
Different defenses may apply depending on what happened. Here’s what you can consider:
Lack of intent: If you acted in good faith, the claim of intentional fraud may weaken.
Compliance efforts: Policies, audits and training may show your business tried to prevent errors.
Disputing materiality: A claim may fail if the statement in question did not affect the other party’s decision.
Negotiated resolution: A settlement may reduce harm to your reputation and limit costs.
Some situations may also support a defamation claim if the accusations are false and damaging.
Communicate with stakeholders carefully
Investors, partners and regulators may want updates. Share only confirmed information. Avoid speculation. Explain the steps you’re taking to investigate and keep the business in compliance.
What you can do next
Fraud allegations can have a lasting impact on your company’s finances and reputation. An attorney can help you review the claims, understand how intent and written-contract rules apply and guide you through your response. Legal guidance also helps you create a plan that reduces risk during the dispute.]]>On Behalf of Dunham LLP<![CDATA[The Stages of a Commercial Lawsuit Explained]]>https://www.dunhamllp.com/?p=534182025-11-03T15:40:57Z2025-10-29T05:42:38ZUnderstanding each stage of a commercial lawsuit helps you set timelines, control costs and make informed choices. Litigation in Texas involves more than trial. Preparation, discovery, motion practice and appeal all shape results.
Pre-litigation assessment
You and your attorney evaluate the dispute, business goals and alternatives like mediation. Early organization reduces risk and expense. Texas courts expect good-faith efforts to resolve disputes before trial and missed deadlines later may trigger sanctions or default.If your company is unexpectedly served with a lawsuit, stay calm, preserve evidence and respond promptly to avoid a default judgment. Before positions harden, take these steps:
Preserve documents: Stop deletion policies and collect emails, contracts and invoices.
Map the facts: Build a timeline with people, dates and key exhibits.
Review contracts: Note forum, notice, ADR and fee clauses.
Estimate exposure: Identify best case, worst case and settlement ranges.
A short, accurate file set now saves time in discovery.
Filing and pleadings
If a suit proceeds, your lawyer files a petition. The defendant answers and may counterclaim. Pleadings define issues the court will decide, so precision matters. Track service dates and response deadlines to avoid default.
Discovery
Each side exchanges information to test claims and defenses. Common tools include interrogatories, requests for production and depositions. You should expect staged deadlines, confidentiality orders for sensitive data and decision points about experts. Good discovery narrows disputes and can drive settlement.
Motion practice and pretrial
Courts hear motions on dismissal, evidence and summary judgment. Strategic motions may resolve claims or limit proof. Pretrial hearings set the schedule, witness lists and exhibit exchanges. Clear communication with your attorney helps align cost and outcome.
Trial
If there is no settlement, the case is tried to a judge or jury. Each side presents documents and testimony. The plaintiff must prove liability by a preponderance of the evidence. Verdicts may include damages or injunctive relief.
Post-trial and appeal
Post-trial motions can adjust the judgment. Appeals focus on legal error, not re-trying facts. If you prevail, enforcement tools may be needed to collect.
Why consulting an attorney helps
Commercial litigation turns on rules, timing and strategy. Given these, it may be beneficial to consult an attorney. An experienced Texas attorney can evaluate risk, preserve leverage and navigate deadlines that affect outcomes.]]>On Behalf of Dunham LLP<![CDATA[Arbitration and litigation: A guide for Texas businesses]]>https://www.dunhamllp.com/?p=534172025-09-30T07:06:14Z2025-09-30T07:06:14ZHow arbitration and litigation shape business disputes
Litigation happens in court, where a judge or jury decides the case. Arbitration happens outside court, with a neutral arbitrator selected by both parties. Both lead to binding results, but the process looks different. Arbitration often runs faster and more privately. Litigation follows strict rules, moves more slowly, and happens in public. Arbitration also offers broader enforceability in cross-border or multi-state disputes, making it a frequent choice in national and international contracts.
These contrasts set the stage for weighing which process works best.
Why arbitration can give businesses an edge
Arbitration favors speed and privacy. Hearings skip most of the delays common in court. Parties pick an arbitrator with industry knowledge, which helps in technical disputes. Arbitration also shields business details from the public record. These strengths appeal to companies that value efficiency and confidentiality. For example, Austin’s growing tech sector often prefers arbitration to protect proprietary data and resolve issues quickly without courtroom exposure. Still, arbitration limits appeals and offers fewer legal tools, so it does not fit every case.
The strategic advantages of litigation
Litigation offers protections that arbitration cannot. Court rulings create precedent, which guides businesses in future disputes. Appeals remain possible, unlike arbitration rulings that stay fixed. Complex disputes with many parties benefit from litigation’s formal structure. These safeguards come with higher costs and longer timelines, but they can be worth it when legal clarity matters. Companies must weigh these trade-offs before choosing.
Cost, privacy and control: Key differences
When weighing options, businesses should focus on three key factors: cost, privacy, and control.
Cost: Arbitration often costs less at first, but drawn-out hearings increase fees. Litigation usually costs more because of discovery and trial prep.
Privacy: Arbitration keeps disputes private. Litigation places disputes in the public record.
Control: Arbitration gives parties influence over the process and choice of arbitrator. Litigation leaves control with judges and court rules.
These factors highlight why no single method fits all disputes. Each case requires a matching process.
Choosing the best resolution strategy for your business
Businesses in Austin and across Texas must review dispute complexity, the sensitivity of information and the value of appeals. Speed, privacy and cost all carry weight. The right choice depends on which goal matters most. Evaluating these factors early helps protect your company’s operations, finances and relationships.]]>On Behalf of Dunham LLP<![CDATA[5 common breach of fiduciary duty claims in Texas business disputes]]>https://www.dunhamllp.com/?p=533662025-05-06T14:04:11Z2025-05-06T14:04:11ZUnderstanding fiduciary relationships
A fiduciary relationship exists when one party is trusted to act in another's best interest. These connections are foundational to business operations but can lead to serious disputes when violated.
Texas courts regularly handle cases involving:
Corporate officers and shareholders
Business partners
Trustees and beneficiaries
Attorneys and clients
Agents and principals
Before establishing any breach, you must prove that a fiduciary relationship existed and that specific duties were owed. Texas law recognizes both formal fiduciary relationships (established by law) and informal ones (based on special trust).
The top 5 breach claims in Texas courts
Based on recent court decisions, these breach claims appear most frequently in business litigation:
Self-dealing: When fiduciaries use their position to benefit themselves at the company's expense. This often involves undisclosed conflicts of interest or transactions primarily benefiting the fiduciary.
Usurpation of business opportunities: Taking advantage of opportunities that should have been presented to the company. Texas courts look closely at whether the opportunity belonged to the business and if the fiduciary improperly diverted it.
Misappropriation of confidential information: Using privileged information for personal gain or sharing it with competitors. This includes customer lists, trade secrets and proprietary business methods.
Failure to disclose material information: Withholding vital facts that would influence business decisions. Texas courts have consistently ruled that transparency is fundamental to fiduciary relationships.
Negligence in management: Failing to exercise reasonable care in business operations. This claim often arises when fiduciaries make reckless decisions or fail to oversee company affairs properly.
These breaches can result in significant financial damage to businesses and serious legal consequences for the accused fiduciary.
Protecting your rights in fiduciary disputes
Whether bringing a claim or defending against one, taking prompt action is essential in Texas fiduciary cases.
If you believe someone has breached their duty to you:
Document all relevant communications and transactions
Secure financial records showing potential damages
Act quickly, as Texas has specific time limitations for these claims
Consider whether mediation might resolve the dispute before litigation
If you're accused of breaching your fiduciary duty:
Review all contractual obligations and statutory requirements
Gather evidence showing your actions were in good faith
Determine if the business judgment rule might apply to your situation
Assess whether proper disclosures were made
Texas courts weigh both the letter of agreements and the context of relationships when evaluating these business disputes. Knowledgeable legal guidance is essential for businesses and individuals to navigate these complex cases while complying with Texas state regulations and precedents.]]>On Behalf of Dunham LLP<![CDATA[The importance of planning ahead for partnership disputes]]>https://www.dunhamllp.com/?p=533322025-01-18T23:38:24Z2025-01-18T23:38:24ZAddressing conflict resolution in their agreement
A partnership agreement outlines the responsibilities and expectations of both partners. It may discuss plans for the business. It can also include guidelines for how the partners address disputes in the future. Frequently, partners may decide to include clauses mandating alternative dispute resolution. They agree to sit down in mediation together to work out their disagreements instead of letting temporary conflict derail their relationship or lead to civil court proceedings.
Some partnership agreements may also include important provisions for settling disputes, such as terms designating one partner as the final decision-making authority in certain areas of business operations. A thorough partnership agreement with terms that acknowledge the likelihood of future conflict can help prevent conflicts from causing long-term damage to the business.
Keeping the focus on cooperation
With exceptions for scenarios involving embezzlement and other major breaches of fiduciary duty, partners generally have to embrace the idea that conflict is likely even if they try to work cooperatively. They need to be ready to work to resolve the issue. Instead of letting their emotional reactions and personal preferences govern their responses to a disagreement with a partner, those invested in a business often need to think about their long-term needs and priorities.
Sometimes, compromising on certain issues is worthwhile to preserve an amicable working dynamic. Partners do not want to create a hostile environment that makes their workers feel anxious. Trying to minimize how much a dispute spills over into the workplace by keeping the focus on the company's long-term success could help promote faster conflict resolution.
Particularly in cases where partners may not have planned ahead for conflict, disputes may require outside intervention to resolve. In some cases, they may even lead to business litigation. Securing support while reviewing business formation documents and partnership agreements can help people determine the right way to respond to a disagreement with a partner.]]>On Behalf of Dunham LLP<![CDATA[How to protect your rights in a business partnership?]]>https://www.dunhamllp.com/?p=533312025-07-16T17:45:20Z2025-01-06T00:57:55ZWhether you are looking to start or expand your business, you could benefit from a business partnership. A business partnership is an agreement made between two or more parties to share the ownership and operation of a business for mutual benefit. Parties may be responsible for finances, daily management or networking and share any profits, losses and liabilities.
While a business partnership has many advantages, that does not mean every partnership works out. Partners may disagree on many business-related matters, sometimes to the detriment of a business. To protect your interests, you may need to know how to protect your rights in a business partnership. Here is what you should know:
Establish clear terms in an agreement
Every successful business partnership is built on strong partnership agreements. These agreements set the terms of a partnership, including the roles and obligations of each partner. Clearly defining these terms can help avoid any confusion and prevent disputes once the partnership begins by setting expectations early. Another term to establish in a partnership agreement is business ownership. The ownership of a business can also help establish who can make the final decision for any business matters. However, it may be important to understand the expectations of having the most ownership of a business, such as liabilities and debt.
Identify potential issues
Every business partnership has a few issues. You can create a partnership agreement that anticipates some common issues you may have with your partners, such as having different goals, poor communication or a lack of cooperation. One of the biggest issues with any business partnership is a breach of contract. A breach of contract can occur when a party fails to fulfill their responsibilities, takes actions that overstep their rights or commits criminal activities. A breach of contract can lead to serious legal issues.
Create an exit strategy
If your partnership agreement does not work out as intended, it is important to have an exit strategy. Your partnership agreement can establish how a business is handled if a partner wishes to leave. Some common exit strategies include buyouts, mergers and liquidation.It is important to set clear terms for a business partnership. If you are having issues with your partnership, it may be important to understand your legal options and take swift action to resolve any issues to avoid liability. ]]>On Behalf of Dunham LLP<![CDATA[3 ways a business partner could breach their fiduciary duty]]>https://www.dunhamllp.com/?p=533262024-12-19T02:55:46Z2024-12-19T02:55:46Ztheir fiduciary duty to the organization. Business owners and executives typically have an obligation to act in the best interests of the company.
What are some of the ways that a business partner can breach their fiduciary duty to their organization?
1. Through embezzlement
Occasionally, one business partner is not satisfied with the income produced through the lawful operation of the company. They may misappropriate business resources or intercept funds intended for the company.
For example, they may have a client pay them in cash and then pocket some of those funds. Embezzlement can deprive a company of revenue or important resources. It enriches one partner at the expense of the organization, which is a clear breach of their fiduciary duty.
2. Through self-dealing
Sometimes, business partners have another outside company or a professional practice. Other times, their spouses or children may operate in a support sector or adjacent industry.
Self-dealing occurs when one party uses their position at an organization to obtain contracts and projects at an above-market rate. By overcharging the company, a partner breaches their fiduciary duty by seeking to enrich themselves or a close loved one at the expense of the organization they help run.
3. Through direct competition
Professionals who run more than one business or who maintain their own careers in addition to running a business through a partnership may compete with the organization they helped start and currently operate.
They might use trade secrets that they know because of their involvement with the company or relationships they have secured through business operations for personal gain and enrichment. In such cases, their competition with the organization could constitute a breach of their fiduciary duty to it.
Buyouts and litigation are both potential solutions for those harmed when a business partner breaches their fiduciary duty. Documenting the misconduct and taking prompt action are both important for the protection of those who suspect business partners of misconduct.]]>On Behalf of Dunham LLP<![CDATA[Calculating the financial impact of a breach of contract]]>https://www.dunhamllp.com/?p=533252024-10-19T16:00:35Z2024-10-19T16:00:35ZBreach of contract lawsuits can also help limit the financial consequences that result from another party violating a written agreement. The courts can award damages in a breach of contract scenario where a business has suffered economic losses as a result of a breach.
How can a business calculate the economic impact of a contract issue?
Quantifying operational losses
Breach of contract issues can be expensive because they disrupt operations. The failure of a vendor to provide key supplies might result in a business idling its factory. It may have to pay workers for hours where they did not provide any labor, which can be a very expensive disruption. A service provider failing to complete a project could also cause a major disruption to business operations. A facility may sit vacant for weeks, preventing the company from doing business as normal. Determining the costs incurred and the loss of profit that result from a breach of contract can be a good starting point.
Estimating secondary damages
Companies affected by a breach of contract may need to review other contracts and consider reputation damage. When a business cannot operate as normal, it may fail to meet its contractual obligations to others. It may also be at risk of reputation damage because of those operational disruptions. Finding a way to convert the loss of contracts and goodwill with the community to a set amount of money can be difficult, but those losses are an important consideration when establishing how a breach of contract may have harmed a business.
Enforcing penalty clauses
Agreements with outside parties may include penalty clauses. Businesses may have assessed certain fees for delays and project completion or other contractual violations. Reviewing the agreement and determining what, if any, penalty clauses the breach of contract triggered can help an organization enforce those penalties when taking the matter to civil court.
Requesting an appropriate amount of damages can reduce the negative impact that a breach of contract has on a business and can serve as a powerful incentive for outside parties to uphold their contracts with the business in the future. Damages are only one of several forms of recourse available when businesses must initiate litigation over significant contract issues.]]>