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BUSINESS TRANSACTIONS
CONTRACTS AND BUSINESS AGREEMENTS
In addition to real estate matters (see separate section), most of us will enter into a variety of contracts and other business transactions during the course of our life. Some of these are fairly simple and straightforward.
However, now and then, we will be asked to sign or prepare a document that clearly requires some professional help. The business transactions attorney has considerable experience drafting, reviewing and negotiating contracts of all kinds. These can range from leases to construction contracts, from license agreements to buy-sell agreements, from confidentiality agreements to agreements tailored for some unique purpose, and hundreds of others.
The most common difficulty in both reviewing someone else's contract and in drafting our own is in clearly and understandably expressing the essential conditions the parties agreed upon. In most situations, both parties have a pretty good idea of what the deal is, generally. But when it comes time to express it on paper, a flood of other thoughts, nice-to-haves, and inapt language so cloud the picture that what results is not what one or either of the parties had in mind. Even with professionally drafted agreements, there may be several exchanges of drafts before both parties are satisfied that the final draft is something they can sign.
Another difficulty in reviewing another's draft is seeing a provision that was never discussed between them and that the reviewing party either disagrees with or simply does not understand. The business transactions attorney is able to not only clearly express the client's wishes in writing, but can also explain to the client the meaning of a cryptic provision the other party wants or express it in a way satisfactory to both parties.
FORMATION OF A BUSINESS
In the foregoing paragraph, we discussed the subject of contracts, generally. By far, the largest numbers of business transactions are reflected in a contractual document of one kind or another. A kind of business transaction that takes a form other than a contract is the formation of a business.
Most businesses involving two or more people start out with a contract of some sort between the parties. But the formation of the business itself is governed by statute and must follow certain processes. For example, in order to incorporate a business, Articles of Incorporation must be filed with the Secretary of State of the state where the corporation is to be established. By-Laws governing the operation of the company must be prepared, shares of stock in at least a minimum amount must be issued, and other statutory requirements met depending on the unique requirements of the state of incorporation. Other business types have their own organizational requirements: examples include partnerships, limited liability companies, limited partnerships, professional associations, etc. The business transactions attorney is a useful resource in providing advice regarding the type of business organization to use and in helping with the formation process once a decision is made.
The business transactions attorney also can prove advice in the event of disputes that arise under contracts, breaches of contract, or any number of other aspects of business relationships between business entities or individuals.
Contact Bill to learn more.
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