Commercial Transactions
Our clients rely on our vast experience in commercial transactions, which include buying, selling, merging, and consolidation of business; asset purchase agreements; employment contracts; corporate/operating agreements; joint ventures; business licensing; product licensing; creation of special purpose entities; shareholder agreements; services and goods contracts; and much more.
- Purchase Agreements. Purchase agreements or sale of goods agreements govern a transaction involving goods. This is important for clients who operate a store, manufacturing plant, who engage in reselling, whole selling, or distribution. Having the terms of sale in writing protects the business’ interests. Among the important elements of an agreement are robust risk of loss, indemnification, warranties, as well as the operating terms related to the actual performance of the contract. If your business buys or sells goods, a properly drafted agreement is the most important thing you can do for your business.
- Services Agreements. Services agreements are agreements that govern the terms and conditions of one’s services. Services are not goods and as such, need a different approach. The firm assesses your existing relationship with your clients as well as your subcontractors. From that perspective, a contract is drafted to protect your interests. Indemnification and limitation of liability is very important. When properly drafted, the parties know exactly the level of risk.
- Subcontractor Agreement. A subcontractor is a contractor to the primary contract. A primary contract is with the client. To complete the work, some businesses subcontract some or most of the work to their subcontractors. The subcontractor agreement addresses the terms of the deal ensure contract compliance. Generally, the subcontractor agreement mirrors the requirements the business has in regard to its clients and also introduces certain warranties to services or goods involved. Many businesses are at a loss because of defective or missing subcontractor agreements.
- Asset Purchase Agreement. Asset purchase agreement typically involves the purchase of assets, typically occurring in context of purchasing a business. The agreement specifies the assets to be purchased and the terms of payment. The agreements vary depending on the use and may involve more specific terms that related to a transaction. For example, does selling a business include its clients? Does it include the phone number that clients use to call the business? What does transition look like? What if the buyer does not have enough cash? These and many other issues are important. Having legal representation is important to address many obvious and hidden issues.
- Business Succession. Business succession planning involves an analysis of a number of important factors. First, the owner has to determine whether he is selling the business or handing it off. If he is selling, then an asset purchase agreement is drafted and entered into with the buyer. If he decides to dissolve the business, then the business needs to wind down and complete the dissolution. If he decides to hand it off, then a number of concerns need to be addressed such as transition, management, as well as shareholder status.
- Dissolving a Business. There are many reasons for an entity to dissolve. Especially during the pandemic, many businesses became unprofitable, or the business model fundamentally failed. One cannot just stop the business as there are certain legal requirements that need to be performed to property dissolve. Apart from the business operation window, dissolution requires the approval of the shareholders, the filing of the dissolution with the secretary of state, as well as getting the required tax clearances with the state.
- Warranty Terms and Conditions. When a product is sold, the customer relies on the warranty that comes with the product. As such, the business needs to carefully draft and present the warranty in order to provide a great customer service experience. For services contracts, warranty terms and conditions equally as important. Just like a product, a service has its limits. The firm assesses the existing business operations and addresses warranty terms.
FAQs
Why should I have a sale of goods agreement?
Just like any contract, it documents the terms of purchase – the price, delivery, risk of loss, indemnification, and other provisions. Also, goods come with an expiration date and certain limitations. Therefore, in order to protect your business, we highly recommend using a sale of goods agreement to address warranty terms.
Why is a services agreement important?
Just like a product, customers rely on the services to be satisfactory. The terms of an engagement are reduced to a writing that the parties later rely on. Some services agreements must be in writing to be enforceable.
At what point should I have a subcontractor agreement?
A business needs a subcontractor agreement every time the business promises its customers something while engaging subcontractors to do the work. If the original deal is in writing, then all subcontractors must be bound by the same if not stricter terms.
Why should I have a sale of goods agreement?
When selling or buying a business, you need the terms in writing. Otherwise, your chances of a legal dispute increase, causing significant expenses. You can be sure that the risk of litigation is slim when everything is in writing and drafted in a clear manner.
What if the buyer of the business has an asset purchase agreement?
When contracts are drafted, they are either pro-you business or pro-other businesses. If businesses are supplying a contract, it is likely their legal counsel drafted it. If a lawyer drafts a contract, they draft it in favor of their client. Therefore, we recommend that your lawyer review the contract as well for your interests to be protected.
Why can’t I just download a sample contract from the internet?
Most online contracts are 1) too old; 2) with expired law; 3) from another state, 4) non-comprehensive, and 5) plainly defective. When reviewing a contract, it is immediately clear whether the contract was downloaded or carefully drafted by an attorney. So yes, you can download a contract from the internet, but do know that it is not without risks.