NYC Contract Attorney

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Commercial Contracts, Drafted by Attorneys Who Litigate Them

Kleyman Law Group represents businesses across Brooklyn, Queens, Manhattan, and Staten Island as their contract lawyer for drafting, review, and negotiation. We draft and review operating agreements, commercial leases, shareholder agreements, construction contracts, and acquisition documents, and we have litigated all of them. The scope of an engagement is defined by what the deal requires, whether that is a single document or an entire transaction.

Every agreement we build is drafted against the standard of what actually holds up under challenge. The attorneys who draft and review these documents also litigate breach-of-contract cases in New York courts, which is where a defective clause surfaces as exposure.

What We Draft, Review and Negotiate

Commercial Leases

A New York commercial lease allocates responsibility for buildout costs, tax escalations, maintenance, and surrender conditions, and most of those allocations default to the landlord when the tenant does not negotiate them. Good guy guarantee provisions govern whether a principal stays personally liable after the business vacates, and under what conditions that liability ends. Demolition clauses let a landlord terminate mid-term for redevelopment on limited notice, and absent an exclusive-use provision the landlord may lease adjacent space to a direct competitor. A personal guarantee embedded in the lease generally survives the closure of the business entity and can follow the owner for the remaining term. Each of these terms is negotiable before signature and largely fixed after it. Our commercial real estate practice structures leases and litigates the disputes that follow when a landlord moves to terminate.

Operating & Partnership Agreements

An operating agreement governs the questions that produce partnership litigation: who decides when the partners disagree, how profit is divided when one contributes more than expected, what triggers a mandatory buyout and at what price, and how the business continues or ends when the relationship breaks down. Deadlock provisions without a resolution mechanism can leave a company unable to act, a problem examined in our guide to shareholder and partner deadlock. A buyout provision without a defined valuation method leaves the price to be fixed in litigation. When the agreement is silent, New York’s Limited Liability Company Law supplies defaults that rarely match what the partners intended at formation, and those defaults govern distributions, voting, and transfer of an interest. We litigate the partner disputes that follow when an operating agreement leaves these questions unanswered.

Shareholder Agreements

A shareholder agreement decides what a minority owner holds in practice rather than on paper. Without a tag-along right, a minority shareholder can be stranded when the majority sells, with no obligation on the buyer to take the minority stake. A drag-along right runs the other way, letting holders of a stated percentage compel the minority to sell on the terms the majority negotiated, which makes the triggering threshold worth negotiating before signature. Without information rights, that owner has no means to check how the company is run or whether distributions are calculated correctly. Without a defined exit and valuation method, an owner who wants out holds an interest with no buyer and no exit. We draft for both majority and minority owners, and litigate the shareholder and business divorce proceedings that follow when the protections were never written in.

Purchase & Acquisition Agreements

The purchase agreement decides whether an acquisition closes cleanly or becomes years of post-closing dispute. Representations and warranties fix what the seller certifies about the business: revenue, legal compliance, pending claims, undisclosed liabilities, and tax exposure. The indemnity provisions set what the buyer can recover when those certifications prove false, and where the false certification was deliberate the claim extends to fraud in the sale. Survival periods fix the deadline past which no claim can be brought, whatever the buyer later finds, and indemnity baskets set the threshold before recovery starts. The party producing the first draft sets these terms in its own favor, and moving them requires negotiating the indemnity package as a whole. Escrow mechanics decide whether money is actually there to satisfy a claim or whether the buyer is chasing a seller who has already taken the proceeds.

Joint Venture Agreements

A joint venture differs from a general partnership in commercial structure rather than in governing law: it is usually built for one project, runs for a set period, and joins parties who stay independent businesses outside it. New York applies partnership principles to joint ventures, so the agreement itself has to carry ownership of intellectual property, profit allocation across a single project, and exit mechanics that operating-agreement templates do not supply. Two contractors bidding a project together, or an owner and a developer splitting a buildout, each need terms that govern how the arrangement ends rather than only how it starts. The questions a generic form leaves open are the ones that reach litigation: who owns the work product, what happens when one party stops contributing, and how a dispute resolves without dissolving the venture and exposing both sides to third-party claims.

Construction Contracts

Construction contracts in New York divide risk among owners, general contractors, subcontractors, and design professionals along lines specific to state law and local practice. Retainage, change-order approval, delay and disruption clauses, lien rights, and indemnity all interact with New York’s Lien Law in ways a national form does not address. An owner signing a general contractor’s standard form takes on the GC’s risk allocation without seeing what triggers a right to terminate for cause or whether the indemnity reaches the GC’s own subcontractors. A contractor signing a subcontract takes on payment-waterfall terms and back-charge exposure. An advance waiver of lien rights is void in New York, while a broad waiver signed at each payment draw can bar recovery for work already done. The contracts we draft feed into our construction dispute practice, where we litigate these provisions in New York City courts.

How We Work With Businesses on Contracts

Drafting

A contract drafting attorney who has litigated disputes brings what transactional counsel generally cannot: a record of which provisions fail in New York courts. Vague performance standards can give a breaching party room to argue substantial compliance. A missing cure period can cost a client its termination rights. An indemnity without a triggering condition is difficult to enforce. Drafting begins with the commercial terms the client has already agreed to, and the document is built to make those terms enforceable through defined performance standards, notice and cure mechanics, stated conditions for termination, and an indemnity tied to identified events.

Review

Contract review runs against the counterparty’s draft, not the client’s intentions. The provisions that decide a later dispute are rarely the ones a business owner reads closely: the indemnity that shifts a third party’s liability onto the client, the limitation-of-liability clause that caps the client’s recovery but not the counterparty’s, the automatic-renewal term that converts a one-year commitment into five, the governing-law clause that moves any fight to another state. A review identifies each of these, states what it costs if left unchanged, and returns it as a redline the client can act on before signing.

Negotiation

Contesting every provision in a commercial agreement stalls the deal without improving the client’s position. The terms that decide exposure are a short list: the payment schedule and what counts as a default, the cap and carve-outs on liability, the conditions that trigger a right to terminate, and the forum and governing law that control any later dispute. A counterparty may hold firm on one of these because its own lender or insurer requires the language, and recognizing which constraints are real prevents wasted effort on terms that will never move. The remaining exchange runs through opposing counsel to an execution version.

Why Standard Forms Fail in New York

Operating Agreement

New York requires an operating agreement in writing and lets it carry any terms not inconsistent with law. A Delaware form is measured against New York defaults on member voting, transfer restrictions, and dissolution wherever the form is silent.

Commercial Lease

A good guy guarantee operates only where the lease provides for it, so a national template that omits the mechanism leaves the principal personally liable for the balance of the term after the business vacates the space.

Construction Contract

New York voids a waiver of lien rights given in advance, so the clause a national form relies on has no effect here. That same form’s indemnity, drawn to cover the promisee’s own negligence, is unenforceable in construction work.

Purchase Agreement

A governing-law clause fixes which state’s law applies, and a forum-selection clause fixes where the case is heard. A form carrying neither leaves a New York business arguing both questions before anyone reaches the merits.

Amending and Assigning a Signed Contract

Amendment

Where a contract contains a no-oral-modification clause, a later change is not binding in New York unless the change itself is in writing and signed by the party against whom it is enforced. A verbal understanding to adjust pricing stays unenforceable while it remains executory. An oral modification acted on to completion is enforceable, and partial performance can substitute for the writing where the conduct is unequivocally referable to the modification. Conduct incompatible with the written terms can also estop a party from relying on the clause.

Assignment

New York enforces a restriction on assignment where the clause states the prohibition in clear, unambiguous language. The consequence turns on how the clause is drafted: where it states that an assignment made in contravention is void, the transfer fails; where it does not, the assignment stands and the restriction operates as a covenant supporting a claim for damages. This becomes material in a sale of the business: a buyer wants existing contracts to transfer with it, and an anti-assignment clause can force the seller back to every counterparty for consent.

Enforcement

Contract language is tested once a counterparty stops performing. The provisions negotiated at signing decide what a demand for cure must say before a lawsuit follows, what a court will let the non-breaching party recover, what forum the dispute lands in, and whether an arbitration provision moves it out of court. A notice-and-cure provision fixes what must be sent and how long the counterparty has to correct the failure before a claim accrues. A limitation-of-liability clause fixes the ceiling on what can be recovered when it does.

Standardized Contracts for Growing Businesses

Kleyman Law Group builds master templates calibrated to each client’s recurring deal types, develops clause libraries for the provisions that vary transaction to transaction, and creates negotiation playbooks that define which terms are fixed and which carry approved fallback positions. A business signing the same agreement each month works from settled language instead of commissioning a document every time, and the terms that fall outside the playbook are the ones that come back to counsel.

A defective provision in a recurring agreement compounds across every contract executed under it. An unenforceable limitation of liability, or an indemnity with no triggering condition, repeats in every document signed under that form until a counterparty challenges it. Standardizing the language corrects the provision once rather than in each executed agreement, and narrows the disputes that later reach costly litigation.

Kleyman Law Group Practices in State and Federal Court

The firm is led by counsel admitted in every state and federal court in New York, with sixteen years in practice. The same counsel who draft and negotiate these agreements litigate them when performance fails, and the drafting standards applied on this page come from that record. The firm’s background is set out on the about page.

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Frequently Asked Questions

What makes a contract legally binding in New York?

A binding contract in New York requires an offer, acceptance of that offer, and consideration, meaning each side exchanges something of value. The parties must also have the legal capacity to contract and a lawful purpose. A written signature is not always required, but the agreement must show mutual assent to definite terms. Terms left too indefinite for a court to determine what was promised can defeat an agreement the parties believed was closed.

Does a contract have to be in writing to be enforceable in New York?

Not always. Many oral agreements are enforceable in New York, but the Statute of Frauds requires certain contracts to be in writing, including agreements that cannot be performed within one year, contracts for the sale of real estate, and contracts for goods priced at $500 or more under UCC § 2-201. We explain the limits of verbal contracts in New York and when the writing requirement applies.

Can a verbal agreement change a contract that has already been signed?

Where the contract contains a no-oral-modification clause, General Obligations Law § 15-301 makes that clause enforceable, so a later change is not binding unless it is in writing and signed by the party against whom it is enforced. Three exceptions survive: an oral modification acted on to completion, partial performance unequivocally referable to the modification, and equitable estoppel where a party’s conduct is incompatible with the written terms.

Do contracts transfer to the buyer when a business is sold?

That turns on the language of the anti-assignment clause. Where the clause states that an assignment made in contravention of it is void, the transfer fails. Where the clause prohibits assignment without stating that result, the assignment is still effective and the restriction operates as a covenant, leaving the other party a claim for damages rather than a way to undo the transfer. Buyers generally require written consents before closing for that reason.

Does a New York contract need a governing-law clause and a forum-selection clause?

They answer different questions. A governing-law clause fixes which state’s substantive law applies to the agreement. A forum-selection clause fixes where a dispute over it must be brought. New York addresses each in a separate statute and generally honors a valid choice, so an agreement carrying one clause but not the other leaves the remaining question to be argued before anyone reaches the merits.

What makes a contract unenforceable in New York?

An agreement will not be enforced if it is missing a required element or violates the law. Common grounds include the absence of consideration, lack of mutual assent, fraud or duress in the signing, an illegal purpose, or terms that violate New York public policy. Certain provisions, such as overly broad restrictive covenants, may also be struck. Our guide to defenses to a breach of contract claim covers the grounds that apply.