Saturday, March 31, 2018


Economical Pennsylvania Employment Agreements, Partnership Agreements, Independent Contractor Agreements, Sales Contracts, Joint Venture Agreements, Service Agreements, Non-Competition Contracts and Severance Agreements Prepared by a Pennsylvania Business Attorney

Handling All Aspects of
Pennsylvania Business Contracts Since 1991

The purpose of any business contract is to establish a defined, concrete relationship between two parties. However, this is easier said than done. An effective business contract must be prepared with a great deal of foresight, thereby removing any doubt where all likely permutations concerning the relationship at issue are concerned.  An attorney that has litigated hundreds of contracts possesses such foresight!

In reality, it is probably easiest to think of a business contract as being analogous to a prenuptial agreement. While it is true that the two parties intend to enter into a harmonious, fruitful business relationship, it is also true that all things must pass, and this often includes business relationships. While many business relationships die a natural death, a great deal many more do not.

A Sound Business Contract Contains Not Only Clear Terms, But Also A Clear Statement as to the Parties’ Rights in the Event of a Business Divorce

The problem that many encounter when preparing a business contract is the desire to avoid affirmative, overt exigencies in the event of a potentially negative turn of business events. However, the failure to prepare for a bitter end is the most common reason that parties end up in bitter, prolonged and expensive litigation.

John on Employment Contracts

All Business Contracts Follow the Same Format Identity of Parties, Terms of Arrangement and Remedy in Case of Material Breach

The three-act structure is a model used in narrative fiction such as short stories, screenplays and novels.  This structure divides the story into three parts (acts), often referred to as the Setup, the Confrontation and the Resolution.

Business contracts follow the same format.

John on Joint Venture Agreements

Act One: Identifying the Parties to a Business Contract

The first thing one must do when creating a business contract is determine who are the parties to be involved. While this might seem like a simple task in the abstract, it can be difficult when the parties have corporate identities, and seek to protect not only themselves, but their predecessors, successors and assigns.

The smartest thing to do is to take care identifying each party and, once the parties been identified, use a “term of art” to refer to the parties thereafter. So, for example:

The Jones company, its successors, assigns, subsidiaries, affiliates and agents and employee (hereinafter referred to as [“Jones”] [“Employer”] [“Seller”], [etc.]).

Doing this will eliminate any confusion about who is who throughout the contract, while at the same time saving trees be shortening the number of words in the contract!

A solid introduction will also lay out the general purpose behind the contract. This can take some time, and should be succinct, but highly descriptive. Carefully preparing this general summary helps the parties frame exactly what they hope to achieve out of the balance of the contract.

Act Two: The Terms of a Business Contract

Many of the terms of a business contract are easy to draft, but it is interesting how frequently the parties fail to set forth all material terms in an agreement.  Such ambiguity can lead to distrust and/or disagreement and, in any subsequent litigation, application of the dreaded “parole evidence doctrine.”

Obviously, one of the most important terms is the duration of the contract, including a well-defined start and stop date, where applicable.

A second key component is the consideration to be exchanged by the parties, i.e. the financial arrangements between the parties, the goods or services to be provided, etc.  Naturally, setting forth deadlines for the exchange of consideration is important in this section!

The rest of the terms can vary greatly, although there are some standards such as an integration/entire agreement clause, a choice of venue/law clause, etc. Candidly, it is very difficult for the layperson to include all necessary terms, since contractual terms have been developed over hundreds of years in the legal system and are most commonly known best by experienced legal practitioners.

John on Confidentiality and Trade Secret Contracts

Act Three: The Conclusion or Termination of a Business Contract

Many contracts contain a defined end date, which is usually set forth in either the introduction or the terms section.

Possibility Cannot be Ignored....
However, all contracts should include clear, definite and precise language addressing what will occur if either party becomes dissatisfied or believes that the other has engaged in a material breach of essential contractual terms. It is here that attorneys make their money. And, it is here that parties often provide short shrift, fearing that defining and expressing potential breaches and remedies will create distance between the parties, and may even threaten the contractual formation. To that, I say, good fences make good neighbors. Further, as badly as you may want to the contract to be formed, if your potential business partner is unwilling to consider crucial ordinary terms, or is unreasonable in agreeing to same, you may want to rethink the business relationship entirely.

John on Separation and Severance Agreements with a General Release

Experienced Philadelphia-Area Business Contract Lawyer Providing Flat Fee Low Cost Business Agreements

Why Pay More? Reasonable Flat Fees
for all Pennsylvania Business Contracts
John A. Gallagher has been practicing business and employment law in the Commonwealth of Pennsylvania since 1991. He has prepared, reviewed, and negotiated hundreds of contracts – and has litigated hundreds of contractual breaches.

Mr. Gallagher applies a flat fee billing approach to all matters involving business contracts, believing that providing cost certainty is essential.

Further, Mr. Gallagher as a believer in developing business relationships, versus securing extraordinary fees – hence in establishing his billing rates his eye is on developing a long-term relationship rather than a one-night stand!

If you have a question about a business contract, call John today and he will spend 15 minutes of time discussing things with you at no charge.  From there, we can establish our own contractual relationship if appropriate.

You may also Click Here to e-mail John directly.

Philadelphia-Area Contingent Fee Attorney

Questions?  John will spend 5-10 minutes with you discussing your current work situation, a U5 claim, your disability/FMLA leave, your employment/non-compete contract, a separation agreement, your wage or overtime claim, your unemployment appeal or your potential lawsuit at no charge to you.  Call 610-647-5027.  John is usually available 24/7.

No comments: