Contract negotiations can be confusing and stressful for business people or individuals. Often, people are unsure what contract clauses mean, if they are problematic, or what they should suggest instead. It can be difficult to understand the ramifications of particular clauses or even words in a contract without the help of an experienced Florida contract negotiations lawyer. This person can go over the contract with you, discuss anything problematic, ask about your goals for the deal, determine what you wish to get out of the contract, learn what you are willing to agree to in return, and negotiate with the other party/parties on your behalf.
Types of Contracts
There are contracts for a wide range of both business and personal situations where people want to ensure they have an agreement laid out in writing. Business professionals may need to negotiate sales or vendor contracts, contractor agreements, management agreements, and various kinds of employment contracts, including non-compete agreement and non-disclosure or confidentiality agreements. They may also need assistance with contracts involving intellectual property, which may overlap with employment contracts in some cases—such as contracts specifying who owns a piece of intellectual property an employee creates for the company. There are also reseller, distribution, and licensing agreements, construction contracts, service contracts, and business purchase and sale agreements. Other types of contracts may also become important for your particular business.
Starting a New Business Venture
Anyone starting a new business has many documents to contend with depending on their particular circumstances, including company formation documents, partnership agreements, operating agreements, stock purchase contracts, asset purchase agreements, franchisee agreements, and joint venture agreements. Frequently, people who start a business have partners or investors, and it’s important to get everyone’s role laid out clearly in these contracts to prevent misunderstandings later on. In some situations, this means negotiating with your future partners or investors.
Sometimes, people are uncomfortable negotiating with the people they are going into business with. They may not want to “rock the boat” by asking for more money or a bigger share of the new company, even if they are making a considerable investment of money, time, effort, or all three. Staying silent and hoping for the best is not a good solution. Often, these issues get worse as a business grows and co-owners start to argue about who gets paid what or who makes this or that decision. It’s better to work out any questions or concerns you have about compensation, responsibilities, how decisions are made, etc., before signing the final paperwork.
This is where a Florida contract negotiations attorney can be helpful. They can assist you in negotiations, by asserting your wishes, addressing other parties’ concerns, and suggesting compromises. Taking the time to clearly establish finances, ownership, and decision-making hierarchy, and negotiate until you arrive at an agreement that makes everyone happy, can save you a lot of arguments and possibly legal proceedings later on. Even better, it allows you and your partners to concentrate on running your business and serving your customers instead of arguing with each other.
It’s important to note that many times when we help clients with contract disputes they tell us that they knew this or that issue was going to be challenging from the beginning. They may admit they weren’t happy with their contract. But they really did want to go into business with their three best friends, their cousins, etc., and they thought they could work things out. Unfortunately, kicking the issue down the road may eventually lead to the partners or shareholders “working things out” in court and/or costing more money for all the parties involved, including your business.
If you know that something in your contract is going to cause difficulties later, it’s better to deal with it before signing. Many business owners go to their lawyers after they have signed the agreement but, unfortunately, there is generally little to be done once the agreement is signed in terms of getting the signatory out of that agreement.
Some people are worried this will kill the deal entirely, but that usually may not be the case. Remember that the other parties also really want to start this business and they probably need something you have to offer—money, experience, skills, time to do the work, etc. In most cases, the other parties are willing to negotiate. Your experienced Florida contract negotiations attorney will be able to suggest different solutions if your potential partners don’t like your first proposal. Your Florida business lawyer would be prepared to make multiple offers as well as go over counteroffers with you. In many situations, they may be able to find a creative solution that smoothes out difficulties for many years to come.
In other situations, the parties may actually be in agreement but have overlooked something important that isn’t mentioned in their contract. This is especially true when people trying to “bootstrap” a new venture just download a pre-written contract off the internet or purchase a form online. Often, these don’t speak to every eventuality for every business. They may use vague language that will be unhelpful if your company ever finds itself in court. Many times, we end up suggesting small changes that clarify certain aspects of the contract for everyone. The other parties may even be relieved when they realize they never thought about certain issues cropping up in the future and that the proposed changes may help them avoid legal issues as well.
Other Reasons for Contract Negotiations
Individuals may also need to negotiate contracts for personal reasons. These may include sale/purchase agreements for personal property, real estate contracts, agreements with contractors, etc.
Another common situation is when someone is offered a well-paying job that comes with an employment or contractor agreement, non-compete agreement, non-solicitation, etc. This can be very exciting, especially if the potential employee has recently graduated or gained enough experience to get a much better offer. However, employment contracts are complicated, and it’s important to know what you’re agreeing to. Sometimes people really don’t want to agree to one or two stipulations in the contract but they also don’t want to give up on a good opportunity. In this case, your attorney may be able to suggest changes and assist you with negotiating for a better deal.
How Your Contract Negotiations Lawyer Can Help
Your attorney should be experienced in contract negotiations and should know how various clauses in contracts are typically interpreted by a judge. Often, clients have questions about words or phrases in their contract. They may want to know things like, “Does this mean that X will happen if I do Y?” Your Florida contract negotiation attorney can help you understand the likely consequences of various actions you or other parties might take in the future based on the contents of your contract. If you’re unhappy with this, they can suggest alternatives and negotiate with the other parties to get you a better deal.
Your attorney will also go over the contract thoroughly and make sure you are aware of any restrictions suggested by a phrase or clause. Sometimes, a client will come in wondering about a particular line of a contract that turns out to be innocuous. Then we will keep reading and find something potentially problematic that they didn’t notice. At this point, we will point out the implications and ask if they were aware of the potential outcomes. Sometimes they may have missed the meaning buried in multiple lines of legalese and don’t want to agree to that particular stipulation. In this case, we will suggest changes and propose them to the other parties.
If you need assistance with your contract drafting or negotiations, or have questions about any potential legal matter, please contact Apfelbaum Law for a consultation. You can also check out our Contract Drafting & Negotiations Practice Area for more information We have offices in Port St. Lucie and Stuart, but provide legal services throughout the Treasure Coast and Florida.