Why Have a Lawyer Handle Contracts Before Signing
Having a lawyer handle contracts before signing is the least expensive point at which to catch a problem. Most business owners sign contracts constantly: with vendors, customers, landlords, employees, contractors, lenders and partners. Some of that paper was written by the other side’s lawyer to favor the other side. A business contract attorney who reads it first can point out the terms that shift risk onto you, the missing terms that leave a gap, and the deadlines that are easy to overlook.
A sound business contract is legally binding on every party that signs it, and it usually settles a handful of points that a template often leaves out or gets wrong:
- The full legal names of the parties, including the company and not only the person signing.
- What each side must do, what each is paid and when.
- The contract terms that set what happens when a deadline is missed, and whether the other side gets a chance to fix the problem.
- How a formal notice must be delivered.
- Which state’s law governs, where a dispute would be heard and how it is resolved.
The right wording depends on the deal, and each term is there to protect your interests if the relationship changes.
Paying a lawyer to get these right before you sign usually costs far less than sorting out the consequences afterward. If you want a general starting point on the kinds of agreements companies use, our guide to the types of business contracts is a good place to begin, and the contract terms below are worth a read before any signing.
Business Contracts We Draft, Review and Negotiate in Florida
We prepare and review the range of commercial agreements a Florida business is likely to need. Each agreement below has its own page with more detail, grouped by the kind of relationship it governs
Employment, Contractor and Consulting Agreements
Hiring and engaging people is where many contract problems start. We handle employment agreements, independent contractor agreements, consulting agreements and subcontractor agreements, as well as the non-compete agreements that often travel with them.
Non-competes deserve a note for employers and business buyers. Under Florida’s restrictive covenant statute, a court shall not enforce a restrictive covenant unless it is set forth in a writing signed by the person against whom enforcement is sought. A non-compete that was never signed is therefore a problem before any other argument begins.
Confidentiality, License and Technology Agreements
Protecting what makes a business valuable, including its information and intellectual property, takes the right paper. We prepare non-disclosure agreements and confidentiality agreements, license agreements, linking agreements for websites, and electronic data interchange (EDI) agreements for companies that exchange business data electronically.
Sales, Supply and Equipment Agreements
When goods or services move between businesses, the agreement decides what is delivered, what is paid and what happens if either side falls short. Our work includes sales agreements, supply agreements, exclusive supply agreements, exclusive sale agreements, master equipment lease agreements and finder’s fee agreements.
Loan, Note and Security Agreements
Lending money to a business, or borrowing it, should be written down clearly. We prepare and review loan agreements, promissory notes and mortgages and security agreements, so the terms of repayment and the collateral are stated plainly for both sides.
Management, Franchise and Indemnification Agreements
Some agreements govern an ongoing relationship rather than a single transaction. We handle management agreements, franchise agreements and indemnification agreements, which decide who pays when something goes wrong. These tend to be long, and they are rarely worth signing without a lawyer reading every clause.
When a Florida Contract Goes Wrong
When a contract goes wrong in Florida, the breach and the remedies available become the questions. Contract problems rarely arrive at a convenient time. A supplier stops delivering, a customer will not pay, or a former employee opens a competing shop. A breach of contract happens when one party does not do what the agreement requires, and the contract itself is the first thing anyone will read, which is why careful drafting matters.
Time limits matter once a dispute begins. Florida’s statute of limitations lists a legal or equitable action on a contract, obligation or liability founded on a written instrument among the actions that must be commenced within five years, subject to exceptions the statute sets out. Other kinds of claims have different deadlines, so do not wait to find out which one applies to you.
Most disagreements over a contract are resolved through a demand letter, negotiation or mediation, and some end in court. Our business litigation attorneys handle breach of contract claims and defenses when a dispute cannot be settled.
How to Choose a Contract Lawyer in Florida: Experience and Questions to Ask
How to choose a contract lawyer in Florida comes down to experience and the questions you ask. People searching for the best contract lawyer in Florida are really asking how to tell one lawyer from another, and a few questions help more than a ranking list does.
- Does the lawyer handle both drafting and disputes? A contract written by someone who has seen agreements tested is written differently.
- Who will actually work on your agreement? Ask for the attorneys’ names and backgrounds, and read them.
- Is the firm clear about what it will and will not promise? Be cautious of anyone who promises a particular result.
- Will the lawyer explain the contract in plain words? You should leave knowing what you are agreeing to.
- Is the first conversation free? Ours is, and you can bring the contract along.
The Attorneys Behind Legal Counsel, P.A.
Michele Diglio-Benkiran founded Legal Counsel, P.A. and has practiced business and real estate law since 1999. Her business work includes contracts, corporate governance, and litigation over non-compete violations and contract disputes.
Richard Sierra is a commercial litigation and bankruptcy lawyer with more than three decades of experience handling civil litigation for individuals, businesses and government agencies. Having a litigator involved when a contract is prepared means each clause can be written with its enforcement in mind. Results matter. We offer a free consultation, and pay later options are available for clients who qualify.
ServinBg usiness Owners Across Florida
Legal Counsel, P.A. serves business owners throughout the State of Florida. Our main office is in Winter Garden, with additional offices in Orlando and in Seminole in Pinellas County. For Central Florida companies, our Orlando business contract lawyers page goes further into local work.
Have a contract to sign, draft or enforce? A short conversation with a Florida contract lawyer will tell you what to change before you sign, or what your options are if it has been broken. The first consultation is free.