Florida Commercial And Other Business Dispute Arbitration, State And Federal Court Litigation Attorney Russell L. Forkey, Esq.
Whether you are an individual or a corporation, contracts are involved in numerous aspects of our daily activities. Businesses use contracts to create certainty in their dealing with their employees, suppliers and end-users. Individuals use contracts to also create certainty in their dealings with third parties. It is for this reason that all parties take the negotiation, drafting and execution of the contract very seriously.
Negotiation is generally defined as discussing a matter with a view toward reaching an agreement. In this process, the initial consideration that needs to be made is whether you are sufficiently competent, in the subject matter of the negotiation, to complete the process yourself or, if you are a business, with members of your staff. If you have any doubt about your ability or that of your staff or if you are dealing with complex and/or technical issues, especially if the other party is represented by an attorney or has involved other technical experts, it is strongly recommended that you retain appropriate professionals to assist you.
Once you have your team in place and have completed the preliminary discussions concerning the agreement, the next step is to put pen to paper. This requires one of the parties to the agreement to prepare an initial draft of the agreement. This step, in the process, is actually more important than the initial verbal discussions that have taken place because of the fact that there is usually a provision in the written agreement, which provides that all verbal negotiations and representations have merged into and have been superseded by the provisions of the written contract. Consequently, the document should include all relevant and necessary terms. The rule is generally recognized that for the parties to have a contract there must be reciprocal assent to certain and definite propositions. It is well-established that a meeting of the minds of the parties on all essential elements is a prerequisite to the existence of an enforceable contract. What constitutes “the essential terms” will vary widely according to the nature and complexity of each transaction and will be evaluated on a case by case basis.
Unfortunately, once the contract has been entered into, numerous circumstances arise when one party to the agreement does not live up to all of their obligations. Sometimes these failures can be resolved by further negotiation and a written modification to the agreement. If this does not work, the aggrieved is left with no option but to file an action either seeking specific performance of the contract terms or for damages that were suffered as a result of the breach.
The law that applies to the enforcement of the contract and the forum for the resolution of contract disputes is another item that can be dealt with in the written contract. Which state law applies relative to the agreement arises in circumstances where the parties involved are located in different states. The forum issue relates to whether or not the dispute will be resolved in arbitration or litigation and the physical location where the dispute will be heard.
We represent local, regional and national clients in obtaining legal solutions in complex commercial litigation. We offer sound guidance in breach of contract disputes and other commercial disputes involving:
- Breach of written and oral contracts
- Partnership disputes
- Shareholder disputes and business management agreement disputes
- Minority shareholder issues
- Employment contract disputes, including breach of non-compete agreements
- Business dissolutions
- UCC issues
- Transaction disputes
- Purchase order disputes
- Commercial lease disputes
- Unfair business and trade practices
- Business fraud
- Misappropriation of trade secrets
- Lending disputes
- Business defamation
- Business valuation disputes
- Other commercial disputes
We urge you to contact us today to schedule your initial free initial consultation to discuss your matter.