SAN DIEGO CONTRACT FORMATION AND CONTRACT DISPUTE LAWYER

Contracts are the foundation upon which all business transactions rest. In the absence of a clearly-worded, well-formed business agreement, the parties involved stand vulnerable to unfounded accusations of breach of contract, which can lead to contentious and time-consuming litigation. In other instances, unscrupulous businesses attempt to sneak in subtle clauses and stipulations with disastrous financial effects for the other signatory party.

The long-term impacts of contractual clauses aren’t always obvious, even to experienced entrepreneurs. In many cases, the smallest omission or change in wording could have lasting ramifications for the financial health of your business and its relationships with other companies or clients. Don’t sign or propose any commercial agreement until it is has been carefully reviewed by the experienced contract attorneys of Bellatrix PC. We have years of experience aiding San Diego businesses with all types of agreements and documents, from preparing the initial draft to closing the final deal, including the following:

  • Buy-Sell Agreements
  • Commercial Property Leases
  • Construction Contracts
  • Distribution Agreements
  • Employee Contracts
  • Equipment Leases
  • Government Contracts
  • Independent Contractor Agreements
  • Licensing Agreements
  • Manufacturing Contracts
  • Operating Agreements
  • Option Contracts
  • Partnership Agreements
  • Sales Staff Contracts
  • Severance Agreements
  • Third Party Beneficiary Contracts
  • Vendor and Customer Contracts

Whether your San Diego business needs help preparing an enforceable contract, or you’d simply like an attorney to review a lease or buy-sell agreement before accepting the terms, Bellatrix PC is here to provide legal guidance for all your contract formation needs. To arrange for a private legal consultation with Bellatrix PC, call our law offices at (800) 889-8376.

 

Formation of Contract: Owoman signing a contract with a smileffer and Acceptance

A contract is any legally binding agreement between two or more parties, be it written or oral. At least one party must make an offer (the offeror), which may then be accepted (acceptance) as-is by the offeree. Alternately, the offeree may propose a counter-offer with revised conditions, which may require considerable negotiation. An invitation to treat, such as an auction or display of goods, is not the same as a formal offer.

In order for a contract to be formed, all parties must be legally capable of agreeing to the proposal. This means neither minors nor incapacitated persons can enter into a business agreement.

Employers and business owners should also note that some types of contracts are typically not enforceable in the state of California – and by extension, not enforceable in San Diego. For instance, with a few narrow exceptions, covenants not to compete (non-compete agreements) are frequently ruled unenforceable by California courts.

Our attorneys will help your company identify the appropriate type of contract for your needs, and when preparing your documents, will carefully exclude any terms or clauses which could create problems with regard to enforceability.

Defending Businesses Against Breach of Contract Claims

In today’s litigious business atmosphere, it is unfortunately not uncommon for companies to allege breach of contract. In some cases, mediation or renegotiation proves sufficient to settle the dispute; but in other instances, litigation becomes necessary.

If your San Diego business is being sued, try not to panic. It is critical that you refrain from making comments out of anger, and approach the situation with a calm, cool head. Do not send any emails or make any posts on social media which could later compromise your legal position.

Contract Form

Remember: when demonstrating that a breach of contract occurred in California, the burden of proof falls upon the plaintiff. In order for the plaintiff to prevail against your company, they must be able to prove all of the following components existed:

  • A formal contract was entered into by the plaintiff and defendant.
    • It’s very important for business owners to understand that oral contracts can in fact be legally binding. We advise our clients to eschew oral contracts and use written contracts instead, simply because oral agreements cannot provide you with any sort of reference point or evidence should a future dispute arise.
  • The plaintiff satisfied its end of the contract, or was excused from satisfying its end of the contract.
    • Material (significant) breach of contract generally excuses the non-breaching party from performing its contractual duties. Immaterial breach can potentially give rise to damages, but critically, does not excuse the non-breaching party from completing its end of the deal.
  • The defendant failed to satisfy its end of the contract, either by (1) engaging in prohibited acts, or (2) failing to complete an obligation provided by the contract.
  • The plaintiff was financially harmed by the defendant’s failure (i.e. damages).

Our attorneys have successfully defended numerous companies against breach of contract claims, and are well-versed in the affirmative defenses which may be raised. If your San Diego company needs help drafting and negotiating a document, or if you aren’t sure whether you should agree to another organization’s proposal, call the attorneys of Bellatrix PC at (800) 889-8376 today to arrange for a confidential consultation.

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