New York Contract Attorneys

A strong contract protects your business by anticipating sources of disputes before they arise. The risk of litigation is minimized by clearly defining each party's rights and obligations under all likely future scenarios.

Whether you are forming a new business or your business is negotiating an important contract, you need a lawyer with experience drafting contracts and litigating breach of contract claims. A small amount of attorney time reviewing a contract before it is signed can save your business from substantial losses in the event of litigation. In large commercial transactions, you simply cannot rely on a handshake. Our firm's focus on commercial litigation has equipped our attorneys to draft contracts that will protect your business and minimize the risk of contract disputes arising.

Contracts Drafted by Litigators Anticipate and Avoid Litigation

Our firm's lawyers draft and negotiate shareholders agreements, operating agreements, real estate purchase contracts, commercial leases, employment contracts, construction contracts, license agreements, settlement agreements, financing agreements, and other contracts. As a commercial litigation boutique focused on breach of contract litigation, our attorneys draft contracts that anticipate sources of dispute and protect against foreseeable risks.

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Operating Agreements and Shareholder Agreements: Every corporation needs a shareholder agreement, and every limited liability company needs an operating agreement. These agreements define the rights and obligations of the owners, including control of business decisions, share of profits, time and monetary contributions to the business, and resolution of disputes and buy-outs. The choice of entity structure can have significant tax and business implications. Too often, founders utilize boilerplate forms without adapting them to their specific needs. A clear and well-drafted contract can help avoid future disputes between co-owners and can simplify the resolution of a dispute if one arises.

Employment Contracts: Employment in New York is at will by default, but employers and employees can agree by contract to a specific duration or process for termination. New York employment contacts often impose non-compete and non-disclosure obligations, which are enforceable in litigation if reasonable in scope. The employment contracts of key management staff often provide performance-based compensation in the form of bonuses or equity which vests in increments. Our lawyers are experienced in drafting employment contracts and independent contractor agreements and defending and prosecuting claims for breach of employment contracts.

Financing Contracts: New business ventures are typically financed by their founders, family, and friends. As firms grow, they typically finance operations through organic business revenue, loans, or by taking on new members or shareholders. Technology companies, due to the need to scale rapidly, often rely on convertible notes or SAFEs. Both allow a valuation to be postponed until a later financing round while offering early investors a discount or valuation cap. Contracts involving the sale of goods on credit are typically secured through UCC financing statements, and loans against real estate are secured by mortgages. Our attorneys can help your company negotiate debt and equity investments, including notes, share purchase agreements, as well as installment contracts and security agreements.

License Agreements: A license agreement is an agreement by one party to allow another to use its property. The property can be real property or intellectual property. Licenses to use real property are similar to leases, but more limited in scope and easier to terminate. Licenses to use copyrighted materials are often called end user license agreements. Negotiating licenses to use patents can be particularly complex, as the scope of a patent is often uncertain until it has been tested in litigation. Our attorneys can help you draft and negotiate licenses to real or intellectual property.
Construction Contracts: Our attorneys negotiate construction contracts for construction projects, as well as standard terms and conditions for inclusion in your construction proposals. When negotiating a construction contract, you need an attorney experienced in litigating construction claims, who will understand the risks and benefits of standard AIA contract terms, retainage provisions, notice of claim provisions, no-damage-for-delay clauses, liquidated damages clauses, arbitration clauses, pay-when-paid clauses, and other common contract terms.

Commercial Leases: The firm's attorneys are experienced in drafting and negotiating commercial leases on behalf of our clients, and litigating disputes that arise under commercial leases. Most commercial leases in New York City are based on forms promulgated by the Real Estate Board of New York, supplemented by a rider with deal-specific provisions. From the lessee's perspective, a good commercial lease should have a sufficient duration to recoup your investment, and a "good guy clause" to ensure that if the business cannot meet its financial obligations, you can surrender possession without incurring personal liability.