1. Breach of Contract and Fiduciary Duty Claims
Breach of contract and fiduciary duty are the two most frequently litigated claims in commercial disputes, and the availability and measure of damages depend on the specific contract language and whether the breach was willful.
What Are the Elements of a Breach of Contract Claim and How Are Damages Calculated?
A breach of contract claim requires the plaintiff to prove that a valid contract existed, that the plaintiff performed its own obligations or was excused from doing so, that the defendant breached the contract, and that the plaintiff suffered damages. Damages are typically measured by the expectation interest, and consequential damages are recoverable only if they were within the reasonable contemplation of the parties at the time of contracting.
Breach of contract and commercial litigation counsel can advise on the specific breach of contract claim, assess the damages theory and exposure, and develop the litigation or settlement strategy.
What Is a Fiduciary Duty Claim and How Does It Arise in a Business Context?
A fiduciary duty in a business context arises when one party places a special trust and confidence in another, such as the duty owed by a corporate officer or director to the corporation or the duty owed by a managing member of an LLC to the other members. To establish a breach, the plaintiff must show that the defendant owed a duty, that the defendant breached it by self-dealing or failing to act in the best interests of the beneficiary, and that the breach caused cognizable damages.
| Cause of Action | Elements | Key Remedy |
|---|---|---|
| Breach of contract | Formation, performance, breach, damages | Expectation damages; specific performance in limited cases |
| Breach of fiduciary duty | Duty, breach, causation, damages | Disgorgement; constructive trust; injunctive relief |
| Fraud / misrepresentation | False statement, intent, reliance, damages | Compensatory and punitive damages; rescission |
| Tortious interference | Valid contract; intentional and improper interference; damages | Lost profits; punitive damages if malicious |
| Trade secret misappropriation | Trade secret; reasonable measures to protect; misappropriation | Injunction; damages including unjust enrichment |
Commercial litigation and business dispute counsel can advise on the cause of action most applicable to the specific dispute and develop the claims or defense strategy.
Corporate disputes and D&O and professional liability counsel can advise on the fiduciary duty claim and develop the fiduciary duty litigation strategy.
2. Injunctive Relief and Emergency Commercial Remedies
Injunctive relief is an extraordinary remedy that allows a party to obtain immediate court intervention to prevent irreparable harm, and its availability depends on a four-factor test.
When Is Injunctive Relief Available in a Commercial Dispute and What Must a Party Prove?
To obtain a preliminary injunction, the moving party must demonstrate that it is likely to succeed on the merits, that it will suffer irreparable harm if the injunction is denied, that the balance of hardships tips in its favor, and that the public interest will not be disserved. Irreparable harm is the most critical factor because money damages will not support an injunction.
Injunctive relief and commercial litigation counsel can advise on whether the specific dispute supports injunctive relief and develop the injunction application and strategy.
What Is the Difference between a Tro and a Preliminary Injunction?
A temporary restraining order is an emergency ex parte order that can be obtained without notice to the opposing party when the moving party demonstrates that immediate and irreparable injury will result before the opposing party can be heard, and it typically lasts no longer than fourteen days. A preliminary injunction is sought on notice after briefing and argument, and it maintains the status quo until the case is resolved.
Injunctive relief and federal court trial counsel can advise on whether a TRO or preliminary injunction is the appropriate vehicle and develop the emergency relief strategy.
3. Punitive Damages, Choice of Law, and Veil Piercing
Punitive damages, choice of law, and veil-piercing can dramatically affect the outcome of a commercial dispute, and each requires a showing beyond the ordinary elements of the underlying claim.
When Are Punitive Damages Available in Commercial Litigation?
Punitive damages are available only where the defendant's conduct satisfies a standard of culpability beyond ordinary negligence, and most states require the plaintiff to prove by clear and convincing evidence that the defendant acted with actual malice, fraud, oppression, or conscious disregard of the rights of others. Most courts prefer a single-digit ratio of punitive to compensatory damages.'
Punitive damages lawsuit and commercial litigation counsel can advise on whether the specific dispute supports a claim for punitive damages and develop the punitive damages strategy.
What Is Piercing the Corporate Veil and When Will a Court Disregard the Corporate Form?
Piercing the corporate veil allows a court to hold the owners of a corporation or LLC personally liable for the entity's obligations, and it is applied only when allowing the entity to avoid liability would be unjust. Most states require the plaintiff to show both that the owners treated the entity as their alter ego and that allowing the entity to shield the owners from liability would sanction a fraud.
Corporate litigation and business litigation counsel can advise on whether the specific facts support a veil-piercing claim, assess the applicable state law standard, and develop the veil-piercing or corporate liability defense strategy.
4. Tortious Interference and Unfair Competition
Tortious interference and unfair competition protect businesses from conduct that disrupts established relationships, and joint and several liability can expose a party to responsibility for the full amount of a judgment.
What Is Tortious Interference with Contract or Business Relations?
Tortious interference with contract requires the plaintiff to prove that a valid contract existed, that the defendant knew of the contract, that the defendant intentionally and improperly induced the third party to breach the contract, and that the plaintiff suffered damages. Tortious interference with prospective business advantage is a broader but more difficult claim requiring the plaintiff to show that the defendant's interference was independently wrongful.
Tortious interference and unfair competition law counsel can advise on the tortious interference claim and develop the litigation or defense strategy.
What Is Joint and Several Liability and How Does Choice of Law Affect Commercial Disputes?
Joint and several liability allows a plaintiff to collect the entire judgment from any single defendant regardless of that defendant's proportionate share of fault, and it is most commonly applicable in cases involving fraud, conspiracy, or intentional misconduct. Choice of law is a threshold issue because the substantive law governing the dispute can significantly affect the available remedies, the statute of limitations, and the burden of proof.
Commercial litigation and appellate litigation counsel can advise on the choice of law issues and develop the governing law and liability allocation strategy.
27 Mar, 2026
