New York Business Contract Attorneys Agreements and Business Deals
Kleyman Law Group's contract lawyers write and negotiate business contracts for companies and their owners in Brooklyn, Queens, Manhattan and Staten Island, and the same lawyers litigate breach of contract disputes in New York courts. The work covers operating, shareholder and buy-sell agreements between owners, joint venture agreements, construction contracts, commercial leases, purchase agreements for the sale of a business, and the vendor, customer and service contracts a company signs on a recurring basis. An engagement can be a single document or every agreement in a transaction.
Agreements Between Owners We Prepare and Revise
Operating and Partnership Agreements
An operating agreement settles the questions that produce disputes between owners: who decides when the members disagree, how profit is divided when one member contributes more, when a membership interest can be transferred, and how the company continues or winds up when the relationship ends. New York requires the members of every limited liability company to adopt a written operating agreement, which can be made before, at or within 90 days after the articles of organization are filed. Where the agreement is silent, the Limited Liability Company Law supplies default rules on voting, distributions and the transfer of an interest. A deadlock clause with no way to break the tie can leave a company unable to act, a problem examined in the article on shareholder and member deadlock. A partnership agreement does the same work for a general partnership. We litigate the partner disputes that follow when these terms are missing.
Shareholder Agreements
A shareholder agreement sets what a minority owner can do beyond the rights the Business Corporation Law provides. A tag-along right lets a minority holder sell on the same terms when the majority sells; without one, the buyer has no obligation to take the minority stake, and the minority can be left in a company run by the new owner. A drag-along right runs the other way and lets holders of a stated percentage require the minority to sell on the terms the majority negotiated, which makes that percentage worth negotiating before signature. By statute a shareholder of record can inspect the minutes of shareholder meetings and the record of shareholders on five days' written demand, for a purpose reasonably related to the shareholder's interest, and any shareholder can request the annual balance sheet and profit and loss statement; monthly financials, budgets and bank access are not on that list, so an agreement that needs them has to say so. We draft for majority and minority owners and litigate the business divorce and minority shareholder freeze-out disputes that follow when these protections were never written in.
Buy-Sell Agreements Between Owners
A buy-sell agreement fixes what happens to an owner's interest when that owner dies, becomes disabled, retires, is terminated or wants to sell. It names the events that trigger a purchase, who buys (the company, the remaining owners or either), the price or the formula that sets it, and how the purchase is funded, whether in cash, by installment note or from life insurance. Without one, a deceased shareholder's shares pass through the estate, and the heirs hold voting stock in a company they may never have worked in. A member of an LLC generally cannot withdraw before the company dissolves unless the operating agreement allows it, and a shareholder's statutory exits depend on conditions the shareholder may not meet, such as a minimum share of the votes and specific grounds for a dissolution petition, or a merger or sale of substantially all assets for appraisal rights. The buy-sell agreement supplies an exit that does not depend on those conditions. In a corporation it can stand alone; in an LLC the same terms go into the operating agreement.
Joint Venture Agreements
A joint venture is usually built for one project, runs for a set period, and joins parties who stay independent businesses outside it. Two contractors bidding a project together, or an owner and a developer splitting a buildout, need terms for how the arrangement ends as well as how it starts. The agreement has to carry who owns the intellectual property and work product, how profit and loss on the project are divided, what happens when one party stops contributing, and how a dispute is resolved without dissolving the venture. Operating-agreement templates do not supply those terms because they are written for a standing company.
Commercial Contracts We Handle
Master Services Agreements
A master services agreement sets the legal terms of an ongoing service relationship once, and each project is ordered by a statement of work that fixes the scope, deliverables, schedule and price. The master agreement holds the terms that apply to every order: warranties, the limitation of liability, indemnity, ownership of work product, confidentiality and termination. An order-of-precedence clause states which document controls when a statement of work conflicts with the master agreement; without one, the conflict is left to a court applying the rules of contract interpretation. A change-order procedure names who may approve added work and how price and schedule change, giving informal requests a written basis for payment.
Terms of Sale and Purchase Orders for Goods
A sale of goods between businesses is governed by Article 2 of New York's Uniform Commercial Code, and a seller's terms and conditions can meet a buyer's purchase order printed with different terms. Between merchants, terms that an acceptance adds to the offer become part of the contract unless the offer expressly limits acceptance to its own terms, the added terms materially alter the deal, or the other side objects within a reasonable time after receiving them. Where the exchanged forms fail to make a contract and both sides perform, their conduct makes one, on the terms the writings share and the Code's own terms. A disclaimer of the implied warranty of merchantability must mention merchantability and, in a writing, be conspicuous.
Nondisclosure Agreements
A nondisclosure agreement protects what its definition covers, so the drafting settles what counts as confidential, the exclusions for public or already known information, the permitted uses, who may see it, how long the duty lasts and the return or destruction of materials. Under the federal Defend Trade Secrets Act, an agreement signed or updated after May 11, 2016 with an employee, contractor or consultant that governs trade secrets or confidential information must give notice of the Act's whistleblower immunity, or the business cannot recover exemplary damages or attorney fees under the Act from a person who did not receive it. The agreement supports an emergency injunction against a recipient who misuses the information.
Independent Contractor Agreements
New York's Freelance Isn't Free Act requires a written contract when a business retains a one-person independent contractor, incorporated or not, for services worth $800 or more, counting all contracts between the two in the preceding 120 days. The contract must state both parties' names and mailing addresses, an itemization of the services with their value and the rate and method of pay, the date payment is due or how it will be set, and the date by which the freelancer must submit a list of services rendered. The business keeps the contract six years, and if it cannot produce it, the freelancer's account of the terms is presumed correct. Where the contract sets no payment date, payment is due within 30 days after the work is completed.
Intellectual Property Assignments and Licenses
Under federal copyright law, a contractor who creates designs, software, written content or other work for a business owns the copyright as its author unless the work is a work made for hire or the copyright is assigned. A contractor's work is made for hire only if it falls in one of nine categories the statute lists, among them a contribution to a collective work, part of an audiovisual work, a translation and a compilation, and both parties sign a writing calling it a work made for hire. Software and logos are not on that list, so ownership of them generally passes only by an assignment in a writing the contractor signs. An exclusive license counts as a transfer of ownership under the statute and needs the same signed writing.
Promissory Notes and Business Loans
A loan between businesses, or from an owner to the company, is documented in a promissory note that sets the principal, the interest rate, the payment schedule and the events of default. New York's civil usury rate is 16 percent a year, and a loan charging more is void unless an exemption applies. A corporation is barred from raising civil usury as a defense and can still raise criminal usury, which applies above 25 percent a year. Loans of $250,000 or more, other than loans secured primarily by a one or two family home, are exempt from the civil limit and stay subject to the criminal one below $2.5 million. An acceleration clause lets the lender call the whole balance due on default and pursue it in one collection action on the note.
Construction Contracts
Construction contracts divide risk among owners, general contractors and subcontractors through retainage, change orders, delay clauses, lien rights and indemnity. New York voids an agreement waiving the right to file or enforce a mechanic's lien; the exceptions are a written waiver given with or after payment for the work it covers, and an agreement to subordinate, release or satisfy a lien made after the notice of lien is filed. A clause requiring one party to indemnify another for bodily injury or property damage caused in whole or in part by the other's own negligence is void in a contract to build, alter, repair or maintain a building or structure. We litigate the construction disputes these provisions produce.
Leases for Business Premises
A commercial lease is negotiated before signature on the terms that set the tenant's cost and exit: rent escalations, buildout and repair responsibility, consent to assignment and subletting, exclusive use, any demolition or relocation right, and the personal guaranty, including any good guy limit on the principal's liability. New York voids a lease clause that releases the landlord from liability for injury to persons or property caused by its own negligence in operating or maintaining the premises. A security deposit remains the tenant's money, held in trust, and the landlord cannot mix it with its own funds. Lease negotiation and lease disputes for tenants and landlords are handled by our commercial lease lawyers.
Templates and Playbooks for Recurring Contracts
For a business that signs the same kind of agreement repeatedly, we build master templates for each recurring deal type, clause libraries for the provisions that change from deal to deal, and negotiation playbooks that mark which terms are fixed and which have approved fallback positions. Staff sign from settled language, and requests outside the playbook come back for legal review.
A defective clause in a template repeats in every contract signed on it, so an unenforceable limitation of liability or an indemnity with no trigger becomes a problem with every customer or vendor that signed it. Correcting the template fixes the clause for contracts signed afterward; contracts already signed keep their terms unless they are amended.
How Litigators Write and Negotiate Business Contracts
Drafting a Business Contract
Drafting starts from the commercial terms the parties have already agreed and turns them into obligations a court can enforce. Each performance obligation gets a measurable standard, since a vague one can give a party that fell short room to argue it substantially performed. Termination rights state their grounds and the notice and cure steps that must come first. An indemnity names the events that trigger it.
Reviewing the Other Side's Draft
A review works through the other side's draft clause by clause and marks the provisions that shift risk to the client: a limitation of liability that caps only the client's recovery, an automatic renewal that extends the term without a new signature, a forum clause that requires any lawsuit to be filed in another state, and a signature block that binds an owner personally as well as the company. Each one comes back in a redline with the proposed change and its effect.
Priority Terms in a Contract Negotiation
Negotiation concentrates on the terms that decide exposure: the payment schedule and what counts as a default, the warranty and its remedy, exclusivity and pricing commitments, and the length of the term. A counterparty may hold firm on one of these because its lender or insurer requires the language, and identifying those fixed terms early keeps the exchange on the terms that can move. Non-compete and non-solicitation clauses get a separate review for enforceability under New York law.
Changing, Transferring or Ending an Existing Contract
Changing or Ending a Written Contract
Where a written contract says it cannot be changed orally, New York bars a change made by an executory agreement unless that agreement is in writing and signed by the party against whom it is enforced or by its agent, so a verbal deal to adjust pricing is unenforceable while it remains unperformed. A contract that says it cannot be terminated orally can be ended by mutual consent only through a completed accord and satisfaction or a writing signed by the party against whom it is enforced. New York courts generally recognize exceptions for an oral change that has been fully performed, for partial performance unequivocally referable to the change, and for conduct that estops a party from relying on the clause. A signed amendment, termination agreement or release needs no new consideration and avoids arguing these points.
Assigning a Contract to Another Party
An anti-assignment clause decides whether a contract can be transferred without the other party's consent. New York courts give the clause different effect depending on its wording: one stating that an assignment in violation of it is void prevents the transfer, while one that only prohibits assignment leaves the assignment effective and gives the other party a claim for damages. New York's Uniform Commercial Code overrides these clauses for some rights, including the right to be paid for goods sold or services rendered, which a business can assign, for example to a lender, despite the clause. In a sale of goods, a party may delegate its performance unless the contract says otherwise or the other party has a substantial interest in the original party performing, and the delegation does not relieve it of the duty to perform or of liability for breach.
Talk With NYC Contract Lawyers Before the Agreement Is Signed
Articles on Business Contracts in New York
What Makes a Contract Legally BindingHow New York courts decide whether an agreement binds a business, from offer and consideration to emails and conduct.Read the article
Verbal Contracts in New YorkWhen a verbal deal binds, what the law requires in writing, and how the agreement is proved.Read the article
Non-Compete Agreements in New YorkHow New York courts test a non-compete's scope and duration, and where current law stands.Read the article
Mediation, Arbitration or LitigationHow the three forums compare for a business dispute, and how a contract clause picks one.Read the article