Everyday Business Transactions
Say you own a store in downtown Dallas. A customer walks in and buys a widget from you. That’s a business transaction. What if that widget — and every one of them you sell — is defective? The customer will want a refund, and your store’s reputation might take a hit.
Selling to a customer is one of the most basic and essential business transactions, but having products or services in place to market to customers is even more essential. To acquire products or services to market, you’re going to have to deal with suppliers for your products or with professionals to provide the services your company depends on.
In short, there are a lot of transactions facing a business, from deciding on the form of the enterprise — sole proprietorship, partnership, LLC, corporation — to signing agreements and contracts with others to make your enterprise viable.
Making sound decisions when entering into business transactions is the key to success. If you let emotions or preconceived notions cloud your judgment, you could be placing your business in jeopardy. That’s where the help of an experienced business transactions attorney can help you avoid unnecessary challenges.
Contracts and Agreements
If you buy a car, you sign a contract with a lending agency to make a monthly payment. If you’re in business, you will no doubt need to negotiate and enter into a variety of contracts and agreements, starting with the space your business occupies.
If you sell products, you will no doubt need to negotiate a contract to lock in the pricing and supply arrangements. If you hire employees, you may not necessarily give them a contract, but you should have documented agreements in place — especially if you want to protect your intellectual property or trade secrets. For that, you can get them to sign nondisclosure and noncompete agreements.
If you do everything by handshake — “I’ll pay you $X for 200 widgets a week” — things may go smoothly for a while, but what happens if the supplier gets a better offer? You could well be searching for another supplier just as customer demand is surging.
I can work to help you negotiate your agreements and contracts to give you peace of mind going forward, and I will also be available to help you if someone has breached an agreement or contract with you.
Elements of Enforceable Transactions
If you want to enforce an agreement or contract, you must get it in writing. While oral contracts — and even implied contracts — can be enforced in a court of law, it’s going to be a matter of interpretation. In some cases, state law requires contracts to be in writing — for instance, real estate transactions must be sealed in written documents.
A contract, to be enforceable, must contain these five elements:
- Offer and Acceptance: One party makes an offer to another party, and the other party accepts.
- Consideration: What each party will exchange of value, for instance, Company A will provide widgets to Company B, who will pay for the widgets with cash.
- Capacity: Each party must be capable of understanding the terms of the agreement. Generally, the signees must be of majority age, not under the influence of drugs or alcohol, or of impaired or limited mental capacity.
- Consent: Each party must freely agree to the contract without coercion or deceit.
- Lawful Purpose: A contract cannot be valid if its purpose is to accomplish something forbidden by law. For example, you cannot agree to manufacture and sell illegal drugs.
Common Contract Disputes
Even with a carefully crafted contract, misunderstandings and disagreements can arise and throw matters into disarray. Some of the common contract and agreement disputes include:
- Service and supply issues
- Commercial lease terms
- Financial service requirements
- Construction and development disagreements
- Joint venture spats
- Disgruntled shareholders
- Partnership disagreements
- Nonpayment issues
Choose an Experienced Attorney
Every business is unique, but every business must make sound decisions if it wants to thrive and prosper. It’s a tough world, and others will no doubt seek to take advantage of you if you don’t keep your guard up.
That’s where I come in. I can review your situation from an objective viewpoint and help you make choices that propel your business along a path to continued success. Whether it’s reviewing or drafting a contract or agreement, or helping you resolve a partnership or consumer dispute, I am ready to guide you along the proper legal — and most beneficial — path.