Contracts

Contract law is central to our practice; we handle drafting and interpretation of contracts, and resolution of contract disputes, on a wide variety of topics.

In many respects, Contract Law is the touchstone of our law practice.  All of the disciplines in which we are immersed involve contracts and contractual principles to one degree or another.  For example, business organizations are increasingly contract based entities, particularly Limited Liability Companies, whose structure and governance are primarily determined by the LLC Operating Agreement.

Drafting. Our experience with this discipline includes drafting contracts and agreements that make sense and can be fairly interpreted years later. We offer clients an extensive array of options drafting employment agreements, independent contractor agreements of all types, service and sales contracts, licensing agreements for software and other products, and agency contracts - the list goes on and on.

Our drafting methodology is influenced by our experience negotiating and litigating contract disputes. Through this direct experience, we gain enhanced knowledge of the type of contract clauses that will serve the client well when it matters most, in the midst of a contract dispute. The most complex clause or lengthy contract may look safe and enforceable in theory, but may be misinterpreted or recast by a court or arbitrator.

The contract drafter must not only understand the terms the parties wish to state, but also the legal terms that are necessary to address the most common legal challenges that will arise with respect to the contractual endeavor. For example, it is ordinarily advisable to include a default clause, even though parties typically resist contemplating default at the time of contracting.

We are, however, mindful of the hazards emanating from modern day "cut and paste" terms that essentially throw the proverbial kitchen sink at the contracting parties. The drafting attorney must know the difference between an effective comprehensive contract and one that is excessive. We balance the practical needs of the transacting parties with the need to address the most compelling legal requirements attendant to the undertaking.

Interpretation. Clients frequently present us commercial and contractual disputes that require interpretation of a contract or contracts. Our skill at interpreting and applying the contract comes from our drafting experience, knowledge of the law, and appreciation for the commercial setting in which the dispute arises. Contracts can be changed or even discarded by the parties' actions, but we never lose respect for the fact that the actual contract terms provide the starting point for any contract based dispute.

Disputes. Finally, when the attempts at drafting, interpretation and negotiation have failed, it is sometimes necessary to litigate the parties' contractual dispute. At this point, it is necessary to fully understand the client's desires and goals, and to integrate a careful understanding of the contract that is at issue with an aggressive program to achieve the client's goals in an efficient manner. Related: Civil Litigation, below.