CONTRACTS
Here at Snook Law Office, we know that skilled contract drafting involves expert knowledge, time, and customization.
Contracts provide necessary protections and set realistic expectations for any business transaction. A customized contract from our office will prevent costly litigation and protect you from any future losses. Most importantly, it will be drafted in your best interest.
Avoid Future Losses: Hire Snook Law Office Expert Contract Drafting
Unfortunately, many business owners use what are called “boilerplate” contracts, or general contract templates. These templates often carry various issues related to enforceability and typically lead to lengthy contract disputes.
Given our successful business law practice, our contract drafting services are extensive. Our office brings a wealth of transactional experience to each and every contract we draft. We also pride ourselves in providing each client with the individualized attention they desert.
We are available to draft various types of contracts for businesses, both large and small, including purchase agreements, services agreements, licensing contracts, buy-sell agreements, among others.
Contract Review Services
If you already have an existing contract, contract drafting may not be the right service for you. However, as many business owners know, when laws and regulations change over time, some contracts can become outdated. Such changes render most contracts either partially or completely unenforceable.
Our office is available to review any contract to determine if it is a legally enforceable agreement, or if any updates are necessary.
We will carefully draft and review contracts to avoid breaches and misinterpretation of essential terms and provisions and to minimize liability.
Contract Dispute Resolution Services
Often, contract disputes will arise as to the enforceability of a contract, whether the contract was properly performed, or whether the contract was breached. Although in many cases these disputes can be addressed informally and amicably, it is important to seek the counsel of a skilled breach of contract lawyer to determine the nature of the dispute.
As a skilled negotiator who understands the realities of business, if retained, Attorney Snook can negotiate with the other party to ensure compliance with an existing contract, or to explain why a contract or contractual term cannot be enforced in the manner requested.
If necessary, our office is fully prepared to litigate contract disputes to a successful resolution. Snook Law will also handle any appellate filings or work to collect on a judgment.
Call Snook Law for all of your contract drafting or dispute resolution needs.
Learn More About Contracts
Creating a Contract
Contracts can be verbal or written, though some must be in writing such as real estate transactions, or contracts for purchases above a certain amount. Generally, for a contract to be enforceable, the following three elements must be satisfied:
Offer
There must be an offer, which includes certain terms that are made to another party. That party can either accept, reject, or make a counteroffer.
Acceptance
This is a desire to agree to and abide by the terms as set forth in the offer.
Consideration
Consideration is what is exchanged for the offer. Usually, this is in the form of monetary compensation for services rendered or for the offered product. Consideration is an obligation to perform some task that a person is not otherwise obligated to perform. In contrast, a gift does not have consideration because nothing was provided in exchange.
In contract disputes, the most common legal issues that arise surround whether these three elements are met.
Breach of Contract
When one party fails or refuses to perform any obligation, they may be in breach of the contract.
A breach occurs when a party,
-
fails to pay for the goods or services;
-
fails to timely provide the goods or services;
-
breaches an implied or express warranty;
-
provides defective goods or services; or
-
performs a task or engages in conduct prohibited under the agreement (NDA, non-compete, unlawful conduct, violation of company policy).
Skilled contract drafting will help prevent disputes over breaches. However, not all breaches are the same. There may be a valid reason for the above-listed breaches. An experienced breach of contract lawyer like Attorney Snook will assist his clients in determining not only whether there was a breach, but also whether a defense to the breach exists.
Defenses to Breach of Contract
Even when a party breaches their contract, they may not be liable if they can provide a defense to the breach. Common defenses to a breach of contract include:
Statute of Limitations
If the statute of limitations has run, it means that too much time has passed since the claim arose. Different statutes of limitation exist for different types of claims. For most breaches of contract in Massachusetts, the statute of limitation is six (6) years.
Illegality
If the purpose of the contract was unlawful, then the contract is unenforceable.
Misrepresentation or Fraud
When one party fraudulently induces the other party to enter into the agreement.
Mutual Mistake
Both parties to a contract are mistaken about the same material term within their contract.
Impossibility
Performance is no longer possible due to an external factor.
Frustration of Purpose
When an unforeseen event prevents a party’s primary purpose for entering into the contract. To use this defense, the other party must have known of the purpose in question when the parties made the contract.
Unilateral Mistake
Applicable if the other party knew of the mistake but neglected to correct it.
Incapacity
A party lacked the capacity to enter into the contract due to age or mental incompetence.
Duress
When a party enters into the contract under "any unlawful threat or coercion used... to induce another to act in a manner [they] otherwise would not." (Black’s Law Dictionary, 6th ed.)
Statute of Frauds
Some contracts must be in writing and signed, such as those for land, marriage, or contracts not to be performed within one year. If the contract at issue is subject to these requirements, it is not enforceable when made orally.
Our breach of contract lawyer can explore all possible defenses and explain how they may or may not apply to your case.
Remedies for Breach of Contract
Remedies for a breach depend on the nature of the contract and the damages sustained by the non-breaching party:
Money damages
A non-breaching party can recover compensatory damages for what was actually lost such as profits, along with consequential (foreseeable damages) and incidental damages (expenses incurred). Liquidated damages may be in a contract that specifically sets an amount or method of determining them, but this must be drafted carefully.
Reformation
Through reformation, the parties can mutually agree to change certain terms to enable compliance
Specific Performance
When possible, a non-breaching party can request that the breaching party perform its obligations, such as selling the property to the other party, per the contractual terms.
Rescission
The contract is canceled as if it never existed. In this case, the non-breaching party would receive monetary damages that allow the party to return to where they were before entering into the contract.
Anyone in a contract dispute should be aware that there are many options for which remedies to pursue. Which remedies are most beneficial depends on the contract itself and the circumstances. Snook Law offices will provide counsel to represent your best interests in a contract dispute.