It is important for any business to operate in compliance with the law. We assist businesses with the drafting and negotiating of contracts. We also provide general advisory services to businesses and represent clients in the purchase and sale of businesses.
ContractsIn order for a business to function smoothly, it is important that the terms of any pertinent agreement be set forth clearly and in writing. Indeed, with a few exceptions, New York law specifically requires that any agreements involving obligations which cannot be performed within one year must be in writing in order to be enforceable. Some agreements, such as those which involve a promise to pay a debt of another must be in writing regardless of whether or not they can be performed within one year.
At The Law Offices of Daniel A. Singer PLLC, we draft, negotiate, and revise all agreements affecting small and medium sized business such as service contracts, contracts relating to the purchase and sale of goods, employment agreements, license agreements, service agreements, and debt instruments.
There are some important things to keep in mind with respect to any business. One is that it is very important that the terms of the contract are definitive. In other words, it must clearly set froth what each party to the contract is supposed to and not supposed to do. If a contract lacks definitiveness, it may not only cause confusion between the parties with regard to their respective obligation thereunder but it may also render an agreement unenforceable such that you may be precluded from obtaining a recovery if you brought an action in court.
Another important aspect to a contract is consideration. Consideration is a benefit which is bargained for between the parties to an agreement. It is a bargained for gain or advantage to the promisee or a bargained for detriment or disadvantage to the promisor. An agreement which is lacking in consideration will be deemed invalid by a court of law.
Another important element in a contract involves the selection of a forum for resolving disputes. Generally, where possible, you are going to want to specify that a dispute will be resolved in the appropriate court in a county where the business is located. In the instance that a court action is initiated, this “home turf advantage” will make litigating such dispute less inconvenient for you. Some contracts have clauses by which the parties opt to go to arbitration rather litigation before a court. While arbitration may have certain advantages, one disadvantage is that an arbitration award is final and there is no right to appeal. Any decision regarding the selection of a forum for dispute resolution should be made in consultation with counsel.
Please contact us today should you wish to discuss the drafting and/or negotiation of a contract relating to your business.
Purchase and Sale of BusinessesAlmost all business owners will be involved in the purchase and/or sale of a business at least once in their lifetime. Prior to entering into any agreement with respect to the purchase and sale of a business, it is important that both the prospective buyer and purchaser perform their respective due diligence. For the prospective purchaser, this involves making sure that you have a clear understanding of the business you are about to purchase. The performance of such due diligence may involve, among other things, the examination of the books and records of the company as well as observing the day-to-day operations of such business. For the prospective seller, this involves making sure that the prospective purchaser has the funds to purchase the business. This is particularly important when the transaction is not a “cash deal”- that is, where the entire purchase price is being paid upfront. In such instances, it is important to ensure that you have adequate security in the instance that the purchaser defaults on payments.
With respect to “brick and mortar” businesses such as restaurants and stores, the purchase and sale of a business almost always goes “part and parcel” with a commercial lease agreement. In New York, generally the commercial lease will be assigned to the purchaser, the purchaser and seller will enter into a sublease agreement regarding the space, or the landlord will enter into an entirely new lease with the purchaser. The commercial lease is often the most unpredictable aspect of any purchase and sale of a business as it generally requires the consent of the landlord and the landlord may set forth certain conditions with respect to any assignment or subletting of such space.
Please contact us should you wish to discuss a prospective purchase and/or sale of a business.
Business Advisory ServicesFor many businesses, it is helpful to have an attorney on retainer so that they could consult with him or her as legal issues arise. This may involve reviewing business documents, attending meetings, or even just a quick telephone call to address a pressing legal matter.
Please contact us today should you wish to discuss the prospect of retaining our firm for business advisory services.