Contract Drafting & Review
Contracts are the language and the law of business. It is a self-written language, meaning that the parties negotiate and write it themselves. Since contracts establish the “law” of parties’ business relationship, it is important to have an experienced attorney on your side. McLaughlin & Nardi’s New Jersey business attorneys have significant experiences in negotiating and drafting contracts in a wide range of areas.
The old saying goes that a good offense is the best defense, and in business the best defense against getting involved in litigation – and winning if you wind up there – is a well-drafted contract. It also sets the “rules of the game” so that all the parties know what is expected of them, which establishes the foundation for a good relationship. Our attorneys are experienced in drafting contracts that provide a framework for good working relationships between the parties, and a good position in litigation should the relationship sour anyway.
Of course, however, good relations and a strong position in litigation are only part of the story. Every party wants to get the best deal they can for themselves. Our attorneys are experienced and aggressive in negotiating the terms of contracts to obtain the best terms possible for our clients.
The variety of possible contracts is endless, but these are some typical examples which our attorneys negotiate, draft, interpret and enforce.
- Employment Agreements. Employment contracts set the terms of the relationship between a company and its key employees. It locks them in for a set period at set compensation. It also sets limits on outside work and post-employment activities.
- Restrictive Covenants. Restrictive covenants are clauses which set limits on what the parties can do. For instance, in an employment contract, a restrictive covenant might preclude the employee from taking clients, confidential information or other employees when she leaves. In the purchase of a business, it might provide that the former owner cannot compete with the business for a certain time, or restrictions on the use of trade secrets or other confidential information.
- Sale of Business. Purchases of a business or a portion of its assets are complicated matters. Financially, it is more than just figuring out how much the equipment or accounts receivable are. There is due diligence, tax consequences, financing and environmental contingencies, warranties, security for payment and personal guarantees, debt analysis, good will, post-sale restrictive covenants, etc. Contracts for transactions are vitally important because they set out the parties’ rights, obligations and remedies.
- Sale and Lease of Real Estate. For many people and businesses real estate is the biggest investment of their lives. However, real estate is a complex area of the law, and real estate transactions have enormous consequences. It is important that buyers, sellers, landlords and tenants have experienced counsel when negotiating and drafting leases and contracts for the purchase, sale or lease of real estate.
- Partnership, Shareholder, & Limited Liability Company Operating Agreements. Business ventures are like marriages between the owners, and a good prenuptial agreement goes a long way. Owners – whether partners in a partnership, shareholders in a corporation, or members in a limited liability company (or “LLC”) – should have an agreement setting their respective rights and duties before entering into the venture. This prevents disputes later on, and helps to form an efficiently running business. When events change, of course, the agreement can be amended.
- Retail. Retail contracts are heavily regulated, especially if they are for installment purchases. On the other hand, they are important to many businesses’ successful operation. It is therefore essential to have an experienced attorney draft these agreements.
- Home Improvement Contracts. Construction on residential property are governed by strict rules by the Department of Consumer Affairs. Violation of these regulations constitutes a violation of the Consumer Fraud Act, entitling a homeowner to force the home improvement contractor pay triple damages and homeowner’s attorneys fees. Having an experienced attorney draft the written contract, which the Consumer Fraud Act requires, is essential.
- Provisions for Collection of Unpaid Debt and Enforcement After Breach. When a contract calls for payment over time, the party to be paid normally wants security to ensure that it will receive payment. Examples of some security provisions include personal guarantees, revision of stock or equity, liens on collateral, mortgages on property, and payment of attorneys fees and costs of collection by a breaching party.
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