Business Lawyers Who Understand All Aspects of Business Contract Law

Writing the correct contracts for each business transaction and enforcing contracts when defaults occur

Contracts are essential to any business: they detail what services each side to the contract will perform, what monetary payments are due, when the obligations must be met, and what rights each side has if the contract is breached. Business contracts can cover terms of employment, customer orders, responsibilities of vendors, investments, leases and real estate purchases, orders for inventory and equipment, non-disclosure agreements, advertising, in addition to most corporate financial affairs.

At Gertsburg Licata, our attorneys understand the practical effects of contracts, like how small changes in terms can make big differences in profits, and how the right language can make enforcing contracts easier and faster. Our Cleveland contract attorneys draft contracts for everyday transactions and for long-term goals. We work to amend contracts when needed. Our lawyers also advise companies regarding state and federal compliance issues.

Common issues in business contracts

Once a contract has been negotiated, drafted and signed, it can be difficult to change. That is why it is crucial to have experienced contract lawyers review and prepare your contracts. Some areas of concern we address are:

• Negotiation. The negotiation of contracts is an art. Our attorneys work first to understand your priorities. Because we have decades of business experience, including working as in-house counsel for many first-rate companies, we understand when to bargain and when to stand firm. Often, we suggest creative alternatives so both sides to the contract can feel they receive proper consideration.
• Terms. In most business contracts, one side promises payment while the other side promises services or some product. Contract terms must be clear and unambiguous from a legal perspective and also a practical perspective. Each side should know what is expected.
• The Uniform Commercial Code. Because many sales transactions cross state lines, most states have adopted a set of legal rules called the Uniform Commercial Code (UCC). These laws provide guidance for:
  • Contract formation
  • Contract repudiation and breach
  • Warranties
  • Secured transactions
• Many other aspects of sales law are also part of the UCC.
• Written vs. oral contracts. Written contracts help clarify the terms of the negotiation and the final agreement. Oral contract disputes often degenerate into arguments about who said what, so most states have adopted a version of a law known as the Statute of Frauds, which requires certain contracts to be in writing. For example, contracts for the sale of items worth $500 or more and contracts for the sale of real estate are generally considered void (or voidable) if they are not in writing.
• Agency. Contracts are valid only if the parties to the contract have the authority to enter into the contract. A common issue in contract disputes is whether the person who entered into the contract was an agent of the company. Generally, officers and directors are agents. Whether other employees are agents depends on the scope of the employment contract. Whether the other side was aware of the agency can also be a legal issue.
• Litigation. When one side fails to make payment, or the other side fails to perform its obligations under the contract, the aggrieved side can bring a claim for breach of contract. Many contract disputes in the past were resolved in state or federal court. More and more, contract disputes are being resolved in arbitration proceedings, which are usually less costly than full-scale litigation.

Our firm sometimes brings or defends claims for unjust enrichment, constructive fraud, or other legal actions based on the idea that even if there wasn’t a formal contract, the parties acted, or should be considered to have acted, as if there was one.

Speak with an experienced Cleveland corporate restructuring lawyer today

We handle contracts that affect the creation of your business, how your company is managed, where your products and services are sold or performed, how your IT department runs, as well as many other aspects of your business. Our lawyers have:

• Served as lead counsel in five simultaneous transactions for a local commercial real estate developer.
• Obtained a favorable resolution on behalf of a brokerage firm in a dispute over commissions with its client.
• Represented an insurance agency in a sale to a national banking affiliate.
• Litigated and secured a favorable jury verdict for client in QSP, Inc. v. Gibson, 2005-Ohio-3646, in which an executive was accused of violating a non-competition and confidentiality agreement (Cuyahoga County).
• Represented a national bank on defaulted commercial loans. Asset recovery measures included foreclosure of corporate real estate, capturing proceeds from sale of chattels subject to a UCC security interest, filing a complaint for creditor’s bill, and holding an auction of assets.
• Represented a Voice-Over IP company as in-house counsel and negotiated the sale of the company in a $37,000,000 transaction.
• Obtained a $153,000 award on summary judgment in MRI Software LLC v. MTH Management LLC, a commercial dispute involving the sale of software (Cuyahoga County).
• Negotiated debt settlement agreements and forbearance agreements for multiple clients.

Other significant results can be seen on our results page.

Get professional contract counsel from experienced lawyers today

The Cleveland contract law attorneys at Gertsburg Licata are ready to help you with each phase of contract law, from negotiation and drafting through compliance and litigation. We represent clients of all sizes in all types of industries and services, including banks, technology companies, automobile dealers, real estate companies, medical businesses, and more. Please call us so we can review your existing contracts and help you properly write any new contracts. We can be reached at 216-573-6000 or by filling out our contact form.