When a business dispute erupts — a partner siphons company funds, a vendor walks away from a signed contract, or a former employee walks out the door with your trade secrets — the financial and reputational stakes are immediate. Varnavides Law, PC represents businesses, executives, and investors in complex commercial litigation throughout California and New York, pursuing claims in state and federal courts with the strategic focus that high-stakes business disputes demand.
Founded by Gary Varnavides, our practice draws on a decade of prior experience defending broker-dealers and their registered representatives — experience that now informs how we pursue claims on behalf of aggrieved businesses and investors. We understand how the opposing side evaluates litigation risk, which positions settle and which require a fight, and how we pursue targeted injunctive relief, restitution, and disgorgement remedies suited to each matter.
Key Takeaways
- Plaintiff-side focus: We represent businesses, executives, and investors pursuing commercial claims — not defendants resisting them.
- Full range of disputes: Breach of contract, trade secret theft, partnership dissolution, civil RICO, shareholder oppression, business fraud, and real estate disputes.
- California and New York courts: We handle commercial disputes in California state courts, Central District of California (C.D. Cal.), Southern District of New York (S.D.N.Y.), and Eastern District of New York (E.D.N.Y.).
- Insider advantage: A decade on the defense side of commercial and financial disputes — now working for you.
- Statutes of limitations are real deadlines: California’s written-contract statute of limitations (SOL) is 4 years (California Code of Civil Procedure (CCP) § 337); oral contracts is 2 years (CCP § 339). Many claims are time-barred because businesses waited too long.
What Is Commercial Litigation?
Commercial litigation is civil litigation arising from business relationships and transactions. According to federal judicial caseload statistics, contract and commercial disputes account for a significant share of civil federal court filings each year. It covers disputes between companies, between business partners, between a business and a former employee or contractor, and between investors and the entities that wronged them. Unlike criminal proceedings — where the government prosecutes and seeks incarceration — commercial litigation is a civil matter: the injured party brings the claim, and the remedy is monetary damages, injunctive relief, or both.
Commercial disputes often involve large documentary records, expert witnesses on damages, and adversaries with sophisticated legal teams. Selecting counsel who has been on both sides of these disputes — pursuing claims and defending them — provides a strategic edge that purely plaintiff-side or purely defense-side practices cannot match.
Varnavides Law’s commercial litigation practice is plaintiff-side only. We represent parties who have been wronged — businesses seeking to enforce contracts, partners seeking to recover diverted assets, companies whose trade secrets were stolen, and investors defrauded by business partners. We do not represent defendants resisting these claims.
Commercial Disputes We Handle
Breach of Contract
California written contracts carry a 4-year limitations period (CCP § 337); oral contracts carry 2 years (CCP § 339). Whether the other party failed to deliver services, refused payment, or simply walked away, we evaluate every viable damages theory — direct damages, consequential damages, and attorney’s fees where the contract or statute provides them.
Trade Secret Theft
Federal claims arise under the Defend Trade Secrets Act, 18 U.S.C. § 1836, which authorizes injunctive relief, actual damages, unjust enrichment, and up to twice actual damages for willful and malicious misappropriation. California provides a parallel private right of action under California Civil Code §§ 3426–3426.11 (California Uniform Trade Secrets Act). We move quickly — preservation orders and early injunctions are often decisive.
Partnership and Shareholder Disputes
When a co-founder or partner breaches fiduciary duties, diverts business opportunities, or freezes out a minority shareholder, the remedies include accounting, disgorgement of diverted assets, and, in egregious cases, forced buyout or dissolution. California Corporations Code § 800 governs shareholder derivative suits — a powerful private right of action when direct harm to the entity requires action the board will not take. Claims arising under California Corporations Code § 25401 (the state blue sky anti-fraud prohibition) may also be available against any seller of securities who used misstatement or omission in the sale of interests.
Civil RICO
The Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §§ 1961–1968, creates a federal civil claim when defendants conduct an enterprise through a pattern of racketeering activity — mail fraud, wire fraud, money laundering, and related predicate acts. A successful civil RICO plaintiff under 18 U.S.C. § 1964(c) recovers treble damages plus attorney’s fees. RICO is a powerful tool, but courts scrutinize pleading carefully; the claim must be properly constructed from the outset. Where the underlying wrongdoing involves securities fraud, we analyze whether the Private Securities Litigation Reform Act (PSLRA, 15 U.S.C. § 78u-4) exclusion — enacted through 18 U.S.C. § 1964(c) as amended by the PSLRA, which prohibits use of conduct actionable as fraud in the purchase or sale of securities as RICO predicates absent a prior criminal conviction — limits available claims at the outset.
Business Fraud and Fraudulent Misrepresentation
Business fraud claims — fraudulent inducement to contract, fraudulent misrepresentation of material facts, concealment — require proof of knowledge of falsity and justifiable reliance. Punitive damages are available in California for fraud by clear and convincing evidence of oppression, fraud, or malice — Cal. Civ. Code § 3294(a) — and may exceed compensatory damages in egregious cases. We analyze the factual record, identify documentary support for each element, and present the case in the form that maximizes recovery.
Real Estate and Commercial Property Disputes
Commercial real estate litigation encompasses lease disputes, landlord-tenant conflicts in commercial tenancies, title disputes, construction defects, and lender-borrower conflicts. California’s Superior Courts hear these disputes; federal courts hear them when diversity jurisdiction is established or federal claims are raised. We pursue both monetary relief and equitable remedies where appropriate.
Civil RICO: Elements, Predicate Acts, and Treble Damages
According to 18 U.S.C. § 1964(c), civil RICO is one of the most powerful tools in federal civil litigation — and one of the most frequently misunderstood. Many businesses that have been systematically defrauded do not realize that the same conduct supporting a fraud claim may also support a RICO claim carrying treble damages and mandatory attorney’s fees.
To state a civil RICO claim, the plaintiff must plead and prove four core elements:
| Element | What It Requires | Common Proof |
|---|---|---|
| Enterprise | An individual, partnership, corporation, or association engaged in interstate commerce — or a loose association of individuals | Evidence of ongoing coordination, common purpose, relationships among participants |
| Pattern of Racketeering Activity | At least two predicate acts within 10 years constituting a continuous course of conduct (not an isolated event). Requires relatedness and continuity (H.J. Inc. v. Northwestern Bell, 492 U.S. 229 (1989)); numerical threshold alone is insufficient. | Multiple instances of wire fraud, mail fraud, money laundering, or other enumerated predicate acts |
| Predicate Acts | Acts enumerated in 18 U.S.C. § 1961 — most commonly wire fraud (§ 1343), mail fraud (§ 1341), money laundering (§ 1956) | Emails, wires, interstate correspondence each constitute predicate acts if they further the fraud |
| Proximate Causation | The RICO violation was the direct and proximate cause of the plaintiff’s injury in business or property | Direct financial loss tied to the predicate acts; no intervening cause |
One important limitation: under 18 U.S.C. § 1964(c) as amended by the PSLRA, conduct that is actionable as fraud in the purchase or sale of securities cannot serve as the predicate act for a civil RICO claim, unless the defendant has been criminally convicted for that conduct. This securities fraud exclusion was inserted directly into 18 U.S.C. § 1964(c) by the PSLRA (Pub. L. 104-67; see also 15 U.S.C. § 78u-4). Claims arising under the securities laws must be pursued as securities claims, not as RICO claims, unless the defendant faces a prior criminal conviction for the same conduct.
RICO pleading is demanding. Courts dismiss RICO complaints that describe what is essentially a garden-variety fraud dispute dressed in RICO language. The “enterprise” and “pattern” elements require specific facts, not conclusory allegations. Counsel experienced in federal civil RICO — not just state fraud claims — is essential to building a pleading that survives a motion to dismiss.
Trade Secret Litigation: Federal and California Claims
Trade secret misappropriation is among the most time-sensitive commercial claims. According to the Defend Trade Secrets Act (18 U.S.C. § 1836), once a trade secret is disclosed or used without authorization, every day of delay allows further dissemination and makes the harm harder to remedy. We pursue trade secret claims on two parallel tracks:
Federal Claims: Defend Trade Secrets Act
According to 18 U.S.C. § 1836, the Defend Trade Secrets Act (DTSA), enacted in 2016, created a uniform federal civil cause of action for trade secret misappropriation. Under the DTSA, a trade secret owner may bring suit in federal district court when the trade secret relates to a product or service used in, or intended for use in, interstate or foreign commerce. Available remedies include:
- Injunctive relief to prevent actual or threatened misappropriation (subject to the limitation that injunctions cannot prohibit a person from entering into an employment relationship)
- Actual damages (lost profits or unjust enrichment) or, alternatively, a reasonable royalty
- Exemplary damages up to twice actual damages for willful and malicious misappropriation
- Attorney’s fees — the prevailing party may recover attorney’s fees (18 U.S.C. § 1836(b)(3)(D))
The DTSA’s 3-year statute of limitations runs from the date the misappropriation was discovered or reasonably should have been discovered. More background on federal trade secret protections is available through the Department of Justice (DOJ) Cybercrime and IP statutes reference.
California Claims: California Uniform Trade Secrets Act
California Civil Code §§ 3426–3426.11 (CUTSA) creates a private right of action for trade secret misappropriation and preempts conflicting common-law claims (including claims that would otherwise arise under Cal. Civ. Code § 3294(a)) — but the CUTSA’s remedies are robust. For willful and malicious misappropriation, exemplary damages up to twice unjust enrichment are available under Cal. Civ. Code § 3426.3(c) (willful and malicious misappropriation — up to 2× unjust enrichment). A “trade secret” under Cal. Civ. Code § 3426.1 is information that derives independent economic value from not being generally known and that the owner has taken reasonable steps to maintain as secret. Misappropriation occurs through improper acquisition, disclosure, or use — including by someone who breached a duty of confidentiality.
Practical note on federal vs. state claims: Most trade secret cases we handle proceed on both DTSA and CUTSA tracks in parallel. Federal court offers DTSA’s broader discovery tools and uniform national standards; California state court offers CUTSA’s established body of case law. The choice of forum depends on the specific facts, the defendant’s domicile, and the damages theory.
Partnership and Shareholder Oppression
Partnership and closely held corporation disputes are among the most destructive commercial conflicts. When a business partner misappropriates company funds, freezes out a co-founder, or refuses to honor a buyout obligation, the aggrieved partner often has claims arising under breach of fiduciary duty, conversion, and — in the corporate context — a private right of action through a shareholder derivative suit under California Corporations Code § 800. Where securities interests were sold using misstatement or omission, California Corporations Code § 25401 provides additional remedies for defrauded investors.
According to California Corporations Code § 800, shareholder derivative suits require specific standing and procedural prerequisites. The statute establishes the standing requirements and procedural framework for shareholder derivative suits — a private right of action that allows shareholders to pursue claims on behalf of the corporation when the board fails or refuses to act. Where any seller of securities used fraud or misrepresentation in the sale of interests, California Corporations Code § 25401 — California’s blue sky anti-fraud prohibition — provides an additional remedy for shareholders who were misled. The plaintiff must have held shares at the time of the challenged transaction and must allege that they made — or have good reason for not making — a demand on the board to act.
| Dispute Type | Primary Legal Theory | Typical Relief |
|---|---|---|
| Partner diverting company funds | Breach of fiduciary duty, conversion, accounting | Disgorgement, compensatory damages, punitive damages |
| Freeze-out of minority shareholder | Shareholder oppression, breach of fiduciary duty | Forced buyout at fair value, injunctive relief |
| Self-dealing and usurpation of opportunity | Breach of duty of loyalty, derivative suit (Corp. Code § 800) | Disgorgement of profits, rescission |
| Deadlock in closely held company | Involuntary dissolution (Corp. Code §§ 1800–1804) | Court-supervised dissolution or buy-out |
Why Insider Knowledge of the Defense Side Matters
Gary Varnavides spent more than a decade at Sichenzia Ross Ference LLP in New York — a prominent firm representing broker-dealers, financial institutions, and corporations in regulatory and commercial disputes. That experience gave him a detailed understanding of how well-resourced defendants evaluate litigation risk, where they look for weaknesses in the opposing party’s case, and what moves them toward resolution.
That background now works for our clients. When we build a commercial litigation strategy, we anticipate the defense playbook: how the opposing side will characterize the contract language, what statute-of-limitations arguments they will raise, how they will try to reframe a fraud claim as a mere breach of contract to avoid punitive damages. We build cases that close those doors before trial.
What This Means in Practice
- We identify the legal theories defendants are most afraid of — and develop them
- We anticipate document requests and gather evidence before the other side can prepare defenses
- We assess settlement value accurately because we understand how defense counsel evaluates risk
- We know when to push for early resolution and when extended litigation pressure is warranted
What Gary Varnavides Brings
- Prior defense-side experience at a prominent broker-dealer and financial-institution law firm — now applied on behalf of plaintiffs
- New York Super Lawyers Rising Stars (2015–2023), top 2.5% in NY Metro
- Active admissions in state courts and federal courts across California and New York
- J.D., Fordham University School of Law, 2010 (Editor-in-Chief, Fordham Journal of Corporate & Financial Law)
- IMCA Richard J. Davis Legal/Regulatory/Ethics Award for “The Flawed State of Broker-Dealer Regulation”
Statutes of Limitations: Why Timing Is Critical
According to California’s Code of Civil Procedure, statutes of limitations for commercial claims are strictly enforced. Missing a deadline typically bars the claim permanently — regardless of its merits. The most common limitations periods for business disputes are:
- Written contracts: 4 years from the date of breach — CCP § 337 governs “any contract, obligation or liability founded upon an instrument in writing.” The clock generally runs from the date the breach occurs. Where the breach was fraudulently concealed, the discovery rule under CCP § 338 may toll the limitations period.
- Oral contracts: 2 years from the date of breach — CCP § 339 governs “a contract, obligation or liability not founded upon an instrument of writing.” For fraud or mistake, the limitations period under CCP § 338 runs from discovery.
- Fraud and fraudulent concealment: 3 years from discovery of the fraud (CCP § 338(d)) — the “discovery of the fraud” standard means the clock runs from when plaintiff discovered or reasonably should have discovered the facts constituting the fraud
- Trade secret misappropriation: 3 years from discovery (Cal. Civ. Code § 3426.6; 18 U.S.C. § 1836 for federal DTSA claims)
- Breach of fiduciary duty: 3 years when fraud is alleged (CCP § 338(d)); 4 years under the catchall provision for fiduciary claims without a fraud element (CCP § 343). The applicable period is determined by the gravamen of the complaint.
The discovery rule applies to many of these claims: the limitations period runs from when the plaintiff discovered — or reasonably should have discovered — the harm. But businesses that sit on known facts lose this protection. We routinely evaluate whether existing claims are time-barred in our initial case assessment.
Do not delay. Many potential clients come to us after the breach is obvious but before they have assessed whether legal action is viable. California courts do not extend limitations periods for business inaction or a belief that the dispute would resolve on its own. If you suspect a breach, misappropriation, or fraud, a consultation sooner than later preserves your options.
The Commercial Litigation Process
A well-run commercial case follows a predictable sequence, even when the underlying facts are complicated. Understanding what to expect reduces uncertainty and lets businesses plan for the disruption that litigation entails.
Pre-Filing: Investigation and Demand
Before filing, we gather evidence, assess claims and defenses, identify the best forum (state vs. federal; C.D. Cal. vs. California Superior Court), and evaluate settlement demand. Many well-prepared demand letters produce resolution without litigation. For trade secret cases, we consider whether emergency injunctive relief is necessary before any notice is given to the other side.
Pleadings and Early Motions
The complaint establishes the legal theories and frames the case. Defendants often respond with motions to dismiss or demurrers challenging the legal sufficiency of the claims. Our pleadings are drafted to withstand these challenges — we do not file complaints that will be dismissed on the first motion.
Discovery
Commercial litigation discovery is often intensive: depositions of key witnesses, document requests for contracts, emails, financial records, and communications. Expert witnesses — on damages, industry standards, or technical subjects — are retained and prepared. California allows broad discovery in civil cases; we use it to build the evidentiary record that drives settlement or wins at trial.
Trial or Resolution
Most commercial cases resolve before trial — through negotiation, mediation, or after a summary judgment ruling that clarifies the parties’ relative positions. When resolution is not achievable on acceptable terms, we prepare for trial with the same rigor we brought to pre-filing investigation. Most of the commercial litigation cases we take on are in state or federal court in California or New York.
Commercial Litigation in Practice: Representative Scenarios
To understand the type of work we handle, consider these representative scenarios. They are provided for informational purposes only — each case is different, and prior examples do not predict or guarantee results in any current matter. For example, the following illustrative matters show how these claims may be pursued.
Illustrative example (hypothetical) — Trade secret theft by a departing executive (2025 scenario): A mid-size California technology company discovered in early 2025 that a departing VP of Engineering had downloaded the company’s proprietary source code and client database to a personal device before joining a competitor. Claims were pursued under the DTSA (18 U.S.C. § 1836) and CUTSA (Cal. Civ. Code §§ 3426–3426.11), obtaining an emergency temporary restraining order within 72 hours of filing to prevent further use and dissemination. The matter proceeded to a negotiated settlement that included permanent injunctive relief, payment for actual damages and unjust enrichment, and deletion-certified destruction of the misappropriated data.
Illustrative example (hypothetical) — Partnership dissolution and asset diversion (2026 scenario): A minority shareholder in a California closely held corporation sought representation in 2026 after discovering that the majority shareholder had been diverting corporate revenues to a separately owned entity for over two years. Claims were brought for breach of fiduciary duty, conversion, and a shareholder derivative suit under California Corporations Code § 800. Through targeted discovery — including forensic accounting of intercompany transfers — the full scope of diverted assets was reconstructed. The matter was resolved through a court-supervised dissolution under Corp. Code §§ 1800–1804, with the minority shareholder receiving fair value for their shares plus a disgorgement award covering the diverted revenues.
Fee Structure
We handle commercial litigation cases on arrangements that align our interests with yours. Fee structure is discussed during the free consultation and depends on the nature of the claim, the damages at issue, and the litigation stage. We do not publish fee percentages — that conversation belongs in a consultation, not on a website.
We offer free consultations for qualifying commercial disputes. Contact us to discuss your situation, the strength of your legal position, and the realistic paths forward.
Frequently Asked Questions
What types of business disputes does Varnavides Law handle?
We represent businesses, executives, and investors in breach of contract claims, trade secret misappropriation, partnership and shareholder disputes, civil RICO claims, business fraud and fraudulent misrepresentation, and real estate and commercial property conflicts. Our practice is plaintiff-side only — we represent parties pursuing claims, not parties defending them. We handle cases in California state courts, the U.S. District Court for the Central District of California (C.D. Cal.), and the federal courts in the Southern and Eastern Districts of New York (S.D.N.Y. and E.D.N.Y.).
How long do I have to file a commercial lawsuit in California?
The limitations period depends on the type of claim. Written contracts: 4 years from the date of breach (California Code of Civil Procedure § 337). Oral contracts: 2 years from breach (CCP § 339). Fraud: 3 years from discovery of the fraud (CCP § 338(d)). Trade secret misappropriation: 3 years from discovery under both the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426.6) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836). Missing a deadline typically bars the claim regardless of its merits. We strongly recommend consulting an attorney as soon as you are aware of a potential claim — waiting only limits your options.
What is a civil RICO claim, and when does it apply to a business dispute?
Civil RICO arises under 18 U.S.C. § 1964(c) when a defendant has conducted an enterprise through a pattern of racketeering activity — typically, two or more predicate acts such as wire fraud, mail fraud, or money laundering, forming a continuous course of conduct. A successful civil RICO plaintiff recovers treble damages (three times actual damages) plus reasonable attorney’s fees. RICO applies to business disputes when the fraud is systematic and recurring, not a single isolated incident. Courts strictly scrutinize RICO pleadings; the enterprise and pattern elements require specific factual allegations. One important limitation: under 18 U.S.C. § 1964(c) as amended by the PSLRA (15 U.S.C. § 78u-4), conduct actionable as fraud in the purchase or sale of securities cannot serve as RICO predicates unless the defendant was criminally convicted for it.
Can I recover my attorney’s fees in a commercial litigation case?
Attorney’s fees are not automatic in California commercial litigation — California follows the American Rule, under which each party bears its own fees unless a statute, contract, or equitable principle provides otherwise. In fraud cases, Cal. Civ. Code § 3294(a) authorizes punitive damages where the plaintiff proves oppression, fraud, or malice by clear and convincing evidence. However, attorney’s fees specifically are recoverable in several important contexts: (1) contracts containing attorney’s fees provisions, which are common in commercial agreements and are enforceable under California Civil Code § 1717; (2) trade secret misappropriation cases involving willful and malicious conduct under both the DTSA (18 U.S.C. § 1836) and CUTSA (Cal. Civ. Code § 3426.4); and (3) successful civil RICO claims under 18 U.S.C. § 1964(c). We identify available fee-shifting mechanisms as part of our initial case evaluation.
What is a shareholder derivative suit and when is it used?
A shareholder derivative suit is a claim brought by a shareholder on behalf of the corporation when the board of directors fails or refuses to pursue a valid corporate claim — typically because the wrongdoers are the directors themselves. In California, shareholder derivative suits are governed by Corporations Code § 800. The plaintiff must have held shares at the time of the challenged transaction and must allege that a demand was made on the board (or explain why such a demand would be futile). Derivative suits are particularly useful when a controlling shareholder or director has diverted corporate assets, usurped a corporate opportunity, or engaged in self-dealing that the board is unwilling to address. Recovery flows to the corporation, not the individual shareholder directly.
Do most commercial disputes go to trial?
No. The large majority of commercial cases resolve before trial, either through negotiated settlement, mediation, or a summary judgment ruling that changes the parties’ positions. That said, the credibility of a trial threat — built through rigorous case preparation, compelling discovery, and expert witnesses ready to testify — is what drives meaningful settlement. We prepare every case as if it will go to trial, which produces better outcomes whether the case ultimately settles or is tried. For clients who prefer early resolution, we assess settlement value at the outset and can pursue mediation at any stage.
Does Varnavides Law handle commercial litigation outside California?
Our practice covers California and New York — with active federal court standing in C.D. Cal. (Los Angeles), S.D.N.Y., and E.D.N.Y. Cases with nexus to New York — including disputes involving New York-based counterparties or New York-law contracts — are within our regular geographic scope. For disputes in other jurisdictions, we evaluate whether pro hac vice admission or a co-counsel arrangement is appropriate. We do not hold ourselves out as a national commercial litigation practice for court-based claims outside California and New York.
What should I bring to an initial consultation about a commercial dispute?
For an initial consultation, the most useful materials are: (1) the written contract or agreement at issue, if any; (2) the key communications — emails, letters, text messages — documenting the dispute; (3) a brief written timeline of key events; (4) any demand letters already sent or received; and (5) financial records documenting the losses you have sustained. You do not need to come with a fully organized file. The purpose of the consultation is to give us enough factual context to assess the strength of the claim, identify the relevant legal theories, and advise on next steps. Consultations are free for qualifying commercial disputes.
Discuss Your Commercial Dispute With Us
Varnavides Law represents businesses, executives, and investors in commercial litigation throughout California and New York. We bring the strategic insight of attorneys who have been on both sides of these disputes — and now apply that knowledge exclusively on yours. For investment fraud or broker misconduct claims, visit our investment fraud practice. Schedule a free consultation to discuss your case and your options.