A significant part of my practice is the review, negotiation and drafting of contracts of all kinds: Contracts between buyers and sellers of assets and businesses; lessors and lessees; employers and employees; consultants and clients; doctors and group practices. If anyone tells you that contract law was her favorite course in law school, she’s probably […]
Contracts. The Basics.
When is a contract a contract? In a recent case, the Appellate Division of the New Jersey Superior Court considered three possibilities. The case involved the sale of a parcel of vacant land. The seller drafted a real estate contract, and sent it to the buyer, Coddington Communities, LLC, a limited liability company with two […]
Indemnity Clauses : Protection or Peril?
Indemnity clauses are ubiquitous in contracts of all kinds; from copier leases to multi-million (and billion) dollar deals, indemnity clauses are an integral part of a contract. No contract should be without one. The purpose of an indemnity clause is to shift or allocate liability between the parties to a contract, and they are always, […]
Before You Sign: Negotiating a Commercial Lease
If you are negotiating a lease, you probably focus on the rent and the lease term and evaluate the cost of the lease in terms of monthly cash flow. You may look at a lease as a monthly expense, but that’s not how a landlord sees it. Space is an asset, and a landlord writes […]
Contract Review- Why It Matters
The purpose of a contract is to set down in writing the rights and obligations of the contracting parties. What will they do or refrain from doing? What is the time for performance? What will each party exchange? Are there conditions for performance? What happens if one party or the other fails to perform? What […]
Non-Compete Agreements: When You Can and When You Should Use Them
The purpose of a non-compete agreement is to prevent departing employees from unfairly competing with a former employer by making use of confidential or proprietary information of the former employer. Non-compete agreements may not be used to prevent a former employee from all engagement in the type of work performed for the former employer. Non-compete […]
Drafting an Operating Agreement- Five Things to Think About
Drafting an Operating Agreement- Five Things to Think About For a limited liability company, the operating agreement is the most important corporate document. Every LLC with more than a single member should have an operating agreement; trying to function without one is like flying blind. A well-drafted operating agreement governs the relationship among the members […]
Consumer Arbitration
If you have a brokerage account, a cell phone contract, or a credit card; if you subscribe to DirectTV or cable; or purchase any one of thousands and thousands of products or services, the contract you sign or the purchase you make likely includes an agreement to arbitrate any dispute between you and the provider. […]
Smart Advice About Boilerplate Clauses
When it comes to contracts, what we think of as “boilerplate” is often dismissed as legalese of little or no substance. “Boilerplate” originally referred to the smooth steel used in the construction of things like steam boilers and ship hulls. As applied to the written word, boilerplate came to refer to the parts of a […]
The Difference Between Mediation and Arbitration
Contracts containing provisions requiring the mediation and/or arbitration of disputes are more common than not, driven largely by the time and expense required to resolve disputes through litigation. As a mechanism for the resolution of contract disputes, litigation is expensive and time-consuming. It can take years for a legal action to work its way through […]
