Key Components of Business Contracts

Posted on : April 29, 2015

An Arlington business attorney can help break down complex business contracts. He or she may inform clients of the following key components that comprise such contracts.

Parties

The parties of the contract must be identified. The parties may be an S Corp, C corp, LLC, LLP, sole proprietorship or private individuals. It is important that the name of the business be listed correctly. The legal name of the business must be used, not a nickname.

Recitals

An Arlington business attorney can explain that the recital section of a contract spells out the purpose and meaning behind the contract. If the contract is ever challenged, this section can help aid with its interpretation.

Consideration

Every contract must be supported by consideration from each party. In the business context, the promises exchanged usually include the promise to pay for goods or services that are provided.

Material Terms

While every contract is different, some key terms are part of many contracts. For example, the price, quantity and time of performance are usually material terms. Agents and confidentiality may also be spelled out in the contract.

Schedules

Additional terms or guidelines for performance may be included on an additional schedule or exhibit to the contract.

Remedies

Many contracts specifically provide for the consequences of what will happen if one of the parties breaches the contract. The remedy may be a specific amount of money that is intended to adequately compensate the non-breaching party. Additionally, equitable relief may also be outlined in the contract. For example, the agreement may outline that an injunction may be sought and the breaching party can be made to pay the legal expenses incurred in this pursuit.

Termination

There may be a clause that specifies how the agreement may terminate by one or both of the parties. Termination may result when the parties mutually consent to its termination, upon the non-occurrence or occurrence of a condition that is neither party’s fault, by misrepresentation or by breach of a warranty or covenant. The contract may still outline any remaining rights after the termination of the contract.

Legal Assistance

If you would like more information on the key components of business contracts, contact an Arlington business lawyer at Schleifman Law, PLC by calling (703) 528-1021.

Non-compete Agreements Explained by a Fairfax Non Compete Agreement Lawyer

Posted on : April 8, 2015

A common situation that any Fairfax non compete agreement lawyer sees is when an employee wants to quit their current job and start up a business in the same industry, in effect creating new competition for their former employer. Most employers wish to avoid this situation where possible, but oftentimes employees may feel they are not sufficiently rewarded or appreciated for their work by their employer, or they simply wish to branch out and try going into business on their own. Whatever the reason, employers often try to preemptively protect themselves against this by having their employees sign a non-compete agreement.

What is a non-compete?

A non-compete agreement typically states that an employee of the company is prohibited from setting up a competing business for a certain amount of time following their separation from the company. Often this restriction will be limited to a specific geographical area. The contract may go even further and prevent the employee from soliciting clients or customers away from the former employer and to the new business, or from poaching other employees away from the company to come work for the new business.

Many employees sign these agreements at the start of their employment, not thinking much of it. However, it is important to know that these contracts are often very onerous and as a consequence, they are legally non-enforceable.

When is a non-compete valid?

Non-compete agreements are only valid if the Court deems them reasonable. This is a difficult test to pass because they are presumed by default to be unreasonable and unenforceable. Here are the questions the Court will ask when examining a non-compete:

Is the language of the agreement wider than reasonably necessary to protect the legitimate business interests of the company?
Is the agreement against or contrary to the public interest?
Only if these questions are both false will the Court consider a non-compete enforceable.

Contact a Fairfax non compete agreement lawyer

For more information about non-competes, contact a Fairfax non compete agreement lawyer at Schleifman Law, PLC. Call (703) 528-1021.

Contractual Freedom and its Consequences for Contract Law

Posted on : April 6, 2015

Any time you need to draft a contract, seek the assistance of an experienced Arlington contract attorney. Although contractual freedom is a cornerstone of general contract law, that is only true as long as the terms of the contract don’t infringe on the relevant laws or are contra bonos mores, or against good morals.

Contract Drafting Basics

A contract is drafted between two parties that make corresponding declarations of intent. One party offers the terms of the contract, and the other party accepts them. These declarations may be agreed upon at the discretion of the involved parties as long as they do not violate applicable laws or are contra bonos mores.

Contractual Freedom and Contract Law

All types of contracts in civil law fall are subject to the provisions of general contract law, including rental contracts, service contracts and sales contracts. While drafting any type of contract, the applicable rules and provisions must be taken into consideration to minimize the risk of breaches of contract that may results in claims for damages.

Always Seek Legal Counsel when Drafting a Contract

The complexities of drafting a legally viable contract, even given the contractual freedom that goes along with it, demand the assistance of skilled legal counsel. The more painstakingly and carefully a contract is drafted, the less likely it is for issues to arise down the road. If a breach of contract occurs, it must be dealt with within the statute of limitations — typically three years — and should be enforced with the help of skilled legal counsel.

Contact an Arlington Contract Attorney

If you need a contract drafted, whether it’s a sales contract, a rental contract or any other type, don’t go it alone. Doing so increases the risk of breaches of contract and other problems later. Instead, contact an experienced Arlington contract attorney at Schleifman Law, PLC by calling (703) 528-1021.

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