Dumb Legal Mistakes to Avoid: Business Agreements

I’ve seen my share of dumb legal mistakes made by any type of business owner.  New and experienced business owners alike, remind yourself every once in a while of these common dumb legal mistakes when dealing with business agreements. Not Getting It in Writing Get it in writing. No exceptions. All terms should be expressly stated in the agreement, in detail. Insist on simple, easy to...

Read More

Can I get out of that Contract?

Can I get out of that Contract?

You may have signed a contract for your small business that you really shouldn’t have.  Or you are being asked to perform under an agreement and just think that such demand is not what you agreed to or just grossly unfair.   Is there any way to get out of that contract or that specific provision? Determine what the Contract states The other party to the agreement may demand all kinds of...

Read More

When it Smacks, it Cracks – Your Limitation of Liability Clause, That Is

I am sure you have seen this or a similar contract clause before:   "The Company's liability for damages,  including incidental or consequential damages, is limited to the total compensation paid to the Company by Customer"  In New York, it is perfectly fine to include such a clause in a contract among business people, with the effect that the Company would not be...

Read More

Contracting by Email and the Statute of Frauds

Email can actually save many agreements that would otherwise fall prey to the "statute of frauds".   Let me explain. I know that many of you neglect to get their agreements and understandings in writing.  And, on an emotional level, I understand why.  It can seem off putting, too demanding and even insulting to new business partners to immediately have every...

Read More

Do you have to date a written Contract? – and other burning New York contract questions

Do you have to date a written contract? No.  You should date the contract as a matter of fact, but if you don't, you still have a valid and enforceable contract. Can you predate or postdate a contract? Yes.  If you do so, by stating something like "agreement between x and y, dated as of ____", it means that the contract will be effective, i.e. in effect/enforceable, as...

Read More

A List of Must Have Startup Agreements

Having all the right kind of contracts in place at the beginning of a business venture manages expectations and prevents conflicts with your business partners, customers, vendors, lessors…you get the idea.   Thus, I present you with a list of the most commonly needed agreements for any business startup: Shareholder Agreement or Operating Agreement If you are in a business with more...

Read More

“Terms and Conditions” may work for your Business

If you are in a line of business where you repeatedly have to enter into agreements with your customers and the basic terms of those agreements rarely change, you may want to consider the adoption of "General Terms and Conditions." Rather than having every contract spell out all terms and conditions, your individual contracts with customers could be rather short and refer to your...

Read More

How to Amend a Contract

When you enter into a contract (or agreement, same thing really) you cannot possibly foresee all future developments of the relationship that is governed by that contract.  As a result, you may find yourself in a situation where you have to amend an existing contract. How do you amend a contract?  By entering into a new contract, which provides for the terms of the amendment. ...

Read More

Terms of Use: Do they have to be Fair?

Who knows what fair is, anyway.  But, under certain circumstances, your terms of use cannot be completely unconscionable. When drafting terms of use for your Website, you are probably inclined to make them as favorable to you as possible, thinking it is a "take it or leave it" proposition.  If visitors don’t like your terms of use, they can take their web surfing...

Read More

Incoming Google Search: is it legal to sign a contract as an LLC that is not yet formed?

I guess it isn’t illegal, unless you think doing something stupid should be illegal. But I can see how this can happen.  You are presented with the perfect business opportunity and are pressured to enter into a contract.  You know that you should probably wait until your LLC has been formed, but you cannot wait until "FileYourLLC.com"  actually gets around to doing...

Read More