Most commercial agreements are written by someone who will never see the inside of a courtroom, and it shows. The clauses that decide a case years later, when suit has already been filed, are often missing: which state’s law governs, who pays the fees, what notice is required before a party can declare a breach, what the ceiling on damages is. Then there are the clauses that get copied forward without thought because they seem like boilerplate. They are not. They are rooted in the errors of our predecessors. We readily review the failures of prior business deals to prevent our clients from suffering the same fate.
This firm litigates commercial disputes. When we write a contract for a client, we do so prepared to argue it in court. We contemplate the language, rather than drafting complicated provisions dense with technical terms. We strive to articulate ours in the simplest, plainest, and most concise language possible. We do not need to show off our vocabulary. We aim to protect our clients’ interests.
Whether it is papering the relationship properly at the start, or reading someone else’s paper carefully before you are bound by it, this firm can help. Some examples include:
Entity formation and governance. Forming the entity is the easy part, and it is the part most people do alone from a web form. The document that matters is the one almost nobody files: the operating agreement or shareholders’ agreement that says what happens when the founders stop agreeing. New Jersey limited liability companies are governed by the Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 et seq., and corporations by the Business Corporation Act, N.J.S.A. 14A:1-1 et seq. Both supply default rules for deadlock, dissociation, distributions, and buyout, and those defaults apply to your company unless you write something else. We draft the something else. Call us before the disagreement, not after.
Contract drafting. Master services agreements, statements of work, vendor and supply contracts, commercial leases, promissory notes and guaranties, waivers, settlement and release agreements. Each one drafted with the remedy in mind: what you would need to prove, and how fast you could get relief, if the counterparty stopped performing tomorrow. Have a deal to paper? Contact us today.
Contract and document review. Has someone sent you a legally binding agreement and asked you to sign it within three days? We read it and tell you, in plain language, what it actually means: what you have promised, what you have given up, what the exit costs are, and which three provisions are worth pushing back on. Where a transaction requires it, we handle the document review that comes with diligence: the contracts, leases, licenses, and obligations that transfer with the deal, and the ones that quietly do not. Do not sign it first. Call us first.
Demand letters and pre-suit resolution. Not every dispute should become a lawsuit, and the ones that should not are usually resolved by a letter that makes the cost of continuing obvious. We prepare demands, responses, notices of default, and cure correspondence — with the file built as though the matter will proceed, because sometimes it does. See Business & Commercial Litigation for what happens when it does.
Outside general counsel. Many businesses do not need a full-time lawyer. They need a lawyer who already knows the company when the question comes up, so that a five-minute call does not begin with twenty minutes of background. This firm offers on-call concierge arrangements for exactly that: contract review as it arrives, employment and vendor questions, and a direct line for the short question you would otherwise avoid asking. Call or text us about a concierge arrangement.
Entities and governance: Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 et seq., including the scope and the non-waivable terms of an operating agreement at N.J.S.A. 42:2C-11; New Jersey Business Corporation Act, N.J.S.A. 14A:1-1 et seq.; Uniform Partnership Act (1996), N.J.S.A. 42:1A-1 et seq.; Uniform Limited Partnership Law (1976), N.J.S.A. 42:2A-1 et seq. — Dissolution, dissociation and buyout: judicial dissolution of a limited liability company where it is not reasonably practicable to carry on its activities, or where those in control have acted illegally, fraudulently, or oppressively in a manner directly harmful to the member applying, N.J.S.A. 42:2C-48; shareholder oppression, custodianship, provisional directors, and buyout at fair value in a corporation of twenty-five or fewer shareholders, N.J.S.A. 14A:12-7; fair value and the marketability discount, Balsamides v. Protameen Chemicals, Inc., 160 N.J. 352 (1999), and Lawson Mardon Wheaton, Inc. v. Smith, 160 N.J. 383 (1999). — Contract formation and enforceability: statute of frauds for the sale of goods, which requires a signed writing at $500 or more and limits enforcement to the quantity stated, N.J.S.A. 12A:2-201; implied warranties of merchantability and fitness for a particular purpose, N.J.S.A. 12A:2-314 and 12A:2-315; the implied covenant of good faith and fair dealing in a commercial contract, Sons of Thunder, Inc. v. Borden, Inc., 148 N.J. 396 (1997). — Duties and restrictive covenants: the duty of loyalty and equitable disgorgement of compensation for its breach, Kaye v. Rosefielde, 223 N.J. 218 (2015); restrictive covenant reasonableness, Solari Industries, Inc. v. Malady, 55 N.J. 571 (1970), and Whitmyer Bros., Inc. v. Doyle, 58 N.J. 25 (1971). This summary is for general information only and is not legal advice. Consult counsel about a specific matter.
