Contract Negotiating, Drafting and Review
Contracts are a part of our everyday lives. It is important that the terms of the contract be fairly negotiated, properly drafted and reviewed to ensure the contract is fair to both parties and matches the intentions of the parties. There are several types of contracts in business relationships. Some typical business contracts that we regularly negotiate, draft and review are:
- Closing Documents
- Confidentiality Agreements
- Employment Agreements
- Franchise Agreements
- Lease Agreements
- Purchase Agreements
- Purchase Orders
Contract negotiations, especially in the context of real estate and financial contracts, can be difficult. An attorney skilled in business law can assist you with negotiations so your needs and requirements will be met. Additionally, negotiating the terms of a contract is very important. By negotiating contract terms, the parties bargain so that their best interests are met.
Many parties may want to tailor a form contract to their needs, and will use the form contract as a model. When drafting the contract, it is important that each party know exactly what is expected of them. If there are any words that could be misconstrued or any terms that are ambiguous, parties should be sure to define them within the contract.
Before you sign a contract, you should have a lawyer review it. It is important to make sure you understand what you are signing – the obligations and expectations of each party. One of the attorneys at Clark & Clark Law Group will clarify any contract. We will evaluate and explain the content. We also ensure that there are no ambiguously worded clauses, exclusions or restrictions within the contract. If there are, we bring any questionable clauses to the attention of the undersigned and suggest potential revisions.
Under Georgia Law, a Corporation is a separate legal entity. Generally, it is a separate taxable entity but may make an election to have its income taxable to its owners. The owners of a Corporation are shareholders. Under Georgia Law, a corporation has the power to enter into a contract, carry on a business, sue or be sued. The chief benefit of a corporation is that its shareholders are protected from liability for the obligations of the corporation.
Limited Liability Companies (LLC)
A Limited Liability Company (LLC) is a business entity created under state law that combines the limited liability characteristics of a corporation with the tax – free characteristics of a partnership. The ownership of an LLC (called Members) are generally not liable for claims against the LLC. The LLC is not a taxable entity. An LLC can be managed by the Members themselves or by an appointed manager or group of managers. A single member LLC is a disregarded entity for federal income tax purposes and does not have to file an income tax return. If the LLC has two or more members, the members should execute an LLC operating agreement, which is drafted by an experienced attorney. Clark & Clark Law Group is a firm experienced in the operation of LLCs and the negotiating and drafting of Operating Agreements and can protect your interests in entering into membership in an LLC.
Georgia is an “at will” state in terms of employment law, meaning that an employment relationship may be terminated at the will of either party for any reason or no reason at all. If the employer or the employee wishes to alter this basic relationship, a written employment agreement can be used to memorialize the terms. Generally, it covers salary and other compensation, benefits, vacations, retirement plans, reimbursement of expenses for business travel and entertainment of customers of the Company, provide for Company automobiles or personal use of an employee automobile and possible stock options or bonus opportunities. The attorneys at Clark & Clark have experience in the negotiation and drafting of employment agreements.
Two or more business entities or individuals may enter into an agreement to conduct a specified project. This type of relationship is referred to as a joint venture. It is intended to relate to one business opportunity or a project of limited duration. A joint venture enables the participants to capitalize on their respective strengths for the good of the venture. The form of the venture may be as partnership (general or limited), LLC or a corporation depending on the needs of the ventures.
A type of business entity in which two or more persons (Partners) engage in a business venture to share the profits and losses of the business venture is known as a partnership. Partners can be individuals or another entity. A Partnership Agreement can be written or oral. Georgia Partnerships are not formed by the filing of any document with the state and unfortunately, tend to be treated less formally by the Partners. This lack of formality can lead to misunderstandings by the Partners which can result in law suits. It is always advisable to enter into a detailed written Partnership Agreement drafted by an experienced lawyer before commencing business or committing assets to the Partnership. Georgia law will in some instances take over and impose terms on the Partners where their agreement is silent. Since the Partners in a general Partnership are liable for the debts and acts of the Partnership, it is most often not advisable to carry on a business in a general partnership. Georgia law offers Partners the right to elect limited liability by filing of a limited liability election, thus making the Partnership a Limited Liability Partnership. Limited Liability Partnerships have similar characteristics to a Limited Liability Company (LLC). The attorneys at Clark & Clark are experienced in the operation of partnerships and negotiating and drafting Partnership Agreements and can protect your interests in entering into a Partnership.
Shareholder & Partner Disputes
Individuals, including family members regularly form business ventures. Generally, upon the formation of the venture, the owners are in agreement on major matters. However, as time passes, goals and plans change, which can lead to disagreements. Unless these disagreements are resolved in an efficient manner, they can result in hard feelings, unnecessary trouble and expense and costly litigation. The cornerstone of all business relationships is the Shareholder/Owner Agreement, which memorializes the agreements of the owners concerning buy – ins, buy – outs, finance, operations and dispute resolution. We work with our clients to avoid disputes via properly drafted Shareholder/Owner Agreements. But, if disputes do arise, we help prevent the dispute from giving rise to litigation by assisting to resolve them in a fair, cost – efficient manner that minimizes the stress on the business and its employees.