The Law Firm of Jeffrey P. Laner

"An oral contract is as good as the paper it's written on." - Unknown

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The basis of everything you do in business, is an agreement of some kind.

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Whether it's spoken, written, based on a handshake, or scribbled on a napkin, everything you do, are required to do, are expecting to get, is based on your agreement or contract with someone else.

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If your whole contract is "off" you might be in for a nasty surprise. In fact, even if a small part of your contract - the specifications, delivery date, terms of payment, the comma that separates how interest charges accrue from the date - is slightly wrong, it can have an impact. Now, it might be a small insignificant change. Or, it could be a life changing one that you will regret for many years.

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Perhaps the best form of insurance against this risk is having adequate legal counsel review or draft the agreement for you. A well trained contracts attorney can read and interpret the contract for you, and should be able to break down most of the provisions, in clear simple English. I won't lie, sometimes legalese can be complicated to explain, but I don't feel like I've done my job until my clients know what they're signing. Also, a good contract attorney should be able to help negotiate your deal and its terms with the other side for your protection and for you benefit.

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Contracts often involve intellectual property issues as well: who owns the IP, under what circumstances, for how long, and how much of it? Can they assign the IP, all or part, to whom, and again for how long? What must you do to protect it? Seeming "state law" IP issues can rapidly cross over into federal laws and federal courts. Does your contract limit the venue and jurisdiction to the state system? or maybe you actually prefer to litigate in federal courts if necessary? Something to think about.

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Commercial leases are their own kind of contract. Baked into impenetrable paragraphs are all kinds of "nasties" like escalation clauses, hidden fees, obfuscated charges, and "gotchas" like you can be evicted if you do a tiny thing wrong, or forgot to dot this "i" or cross this "t". Many leases contain provisions technically not enforceable but don't expect the landlord to do your homework for you. On the other hand, if you're renting to tenants, you need adequate protection against property damage and rent-collection issues.

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I have over a decade of experience working with contracts from two pages to 700 pages, from $1,000 to $10M+, and in many cases I offer fixed fees for review. Feel free to call or email me and see if I'm the correct fit for you.

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