An Ongoing Legal Partner for Your Miami-Dade Business

An outside general counsel retainer is an ongoing arrangement in which a law firm acts as a business’s legal resource on call. Instead of hiring a lawyer for each problem, the owner keeps one firm ready for contracts, partner issues, staff questions, leases, and property matters. KEW Legal offers this kind of support to business owners and investors across Miami-Dade and South Florida, with offices in Coral Gables and Sunny Isles Beach. This page explains what a retainer covers, how it works, and when it makes more sense than handling each issue on its own.

What an Outside General Counsel Retainer Is

A retainer is a standing relationship between a business and a law firm. The firm acts as outside counsel, so the business gets legal guidance without a full-time lawyer on payroll.

The arrangement is ongoing, not a one-time project. It has a defined scope that names the kinds of matters the firm covers. The business can bring new questions to the firm as they come up.

Matters outside the scope can be handled separately. For the broader service overview, read outside general counsel for businesses.

Who a Retainer Is Built For

A retainer fits owners who face the same kinds of legal questions again and again. It is less useful for a single question that comes up once. Common fits include:

• Owners who sign vendor, supplier, or service contracts on a regular basis.
• Co-owners and partners who want a standing contact before a disagreement becomes a dispute.
• Employers who need steady answers on staff policies and workplace issues.
• Owners of commercial or investment property in Florida, including owners who live abroad.
• Businesses preparing for a sale, purchase, or ownership transfer that will take several months.

Many owners wait too long. A partner who stops cooperating or a vendor who misses deliveries is easier to address early. Coverage set up in advance means the business doesn’t start from zero when a problem shows up.

A retainer may not suit every business. The first conversation helps you see whether ongoing coverage or a single matter fits.

What the Retainer Covers

Ongoing coverage can reach each practice area below. Each one has rules that shape the choices an owner makes.

• Contracts and vendor disputes. The firm reviews and drafts agreements and responds when a vendor doesn’t perform. In QBE Ins. Corp. v. Chalfonte Condo. Apartment Ass’n, the Florida Supreme Court noted two limitations on claims under the covenant: where applying the covenant would contravene the express terms of the agreement, and where there is no accompanying action for breach of an express term of the agreement. See QBE Ins. Corp. v. Chalfonte.
• Partnership and ownership. The firm reviews operating agreements and handles disagreements between owners. An operating agreement cannot eliminate the obligation of good faith and fair dealing (Fla. Stat. § 605.0105).
• Employment for employers. The firm advises on policies, employee disputes, and workplace issues. Florida is an at-will state, but an employer cannot fire someone for a reason the law prohibits, such as retaliation or unlawful discrimination (Laguerre v. Palm Beach Newspapers). Handbook wording matters too. Policy statements in a manual generally don’t create enforceable contract rights unless the manual clearly says it is a separate employment contract (Quaker Oats Co. v. Jewell).
• Commercial leases. The firm reviews lease terms, renewals, and negotiations, and handles disputes with landlords or tenants. Watch the fee clause. If a contract lets one side recover fees for enforcing it, the court may also award fees to the other side when that side wins, for contracts entered into on or after October 1, 1988 (Fla. Stat. § 57.105).
• Commercial evictions. The firm advises owners on removing a commercial tenant, including owners who live abroad.
• Acquisitions, sales, and succession. The firm advises on buying or selling a business and planning an ownership transfer.
• Real estate investment. The firm advises on questions tied to business or investment property. Under 26 U.S.C. § 1031, a like-kind exchange applies to real property held for business use or investment and exchanged solely for like-kind real property that will also be held for business use or investment. It does not apply to real property held primarily for sale. The replacement property must be identified within 45 days after you transfer the property you give up. The exchange must be completed by the earlier of 180 days after that transfer or the due date, with extensions, of your tax return for the year of the transfer.

How the Retainer Works, Step by Step

A typical retainer moves through five stages. Timing varies with each matter, so the firm explains the expected steps as each issue comes up.

1. First conversation. You describe your business, the legal issues in front of you, and the documents involved. The firm explains whether a retainer or a single matter fits.
2. Scope and terms. You and the firm define which matters the retainer covers, how communication works, and how fees are set before work begins.
3. Ongoing contact. New contracts, questions, and disputes come to the firm as they arise, instead of starting over each time.
4. Matter handling. The firm reviews documents, explains options, and acts on covered matters, including correspondence and court filings where needed.
5. Periodic review. The scope is revisited as the business grows, changes owners, or takes on new property.

Early planning usually helps. Commercial possession follows set legal routes, so knowing those routes before you act keeps your options open.

Retainer or Single Matter: Which Fits Your Business

A single matter suits a one-time question, like reviewing one contract before you sign. A retainer suits businesses with recurring needs, such as frequent vendor contracts, staff questions, or several properties.

Partnership disputes show why timing matters. An operating agreement can include a deadlock sale provision. Owners who read their agreement early keep those choices in view.

A retainer also gives continuity. One firm that knows your agreements and structure can help speed up the response to new issues. Ask at the first conversation which option fits the matters you expect over the next year.

Why Business Owners Work With KEW Legal

KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. It serves business owners and investors across Miami-Dade and South Florida.

The firm’s lawyers include Kristina E. Wilson, who is responsible for this page, and Natalie Martinez. The practice focuses on business law for owners and investors. That covers partnership, vendor, employment, lease, acquisition, succession, and investment property matters.

The firm handles commercial evictions for owners who live abroad. Those owners often need one clear point of contact for the Florida steps. The firm explains its approach at the first conversation, so you can judge the fit for yourself.

Frequently Asked Questions

Talk Through Your Business’s Legal Needs

Start with the situation in front of you. It might be a vendor contract that isn’t performing, a partner who has stopped cooperating, a lease that needs review before renewal, or a sale or succession plan that needs a legal framework.

Call 305-990-2300 or send a message through the contact page to set up your first conversation. The firm listens to your situation, reviews the documents you can share, and explains whether a retainer or a single matter fits your business. Offices are in Coral Gables and Sunny Isles Beach.