Business Law

Good Contracts = Good Risk Management.

Even the most honest, well-intentioned parties, acting with the utmost good faith, can have an honest misunderstanding, and even the smallest honest misunderstanding can snowball into a major dispute, one that leads to expensive, time-consuming litigation. Oral agreements, and even ones hashed out via email and/or text, are notoriously hard to enforce and, when enforceable, usually fail to consider all of the possible ways things can go sideways.

An experienced business attorney can help ensure that all parties involved are operating from the same, well-written and easily-understood, page(s)—and that everyone understands that the contract is the deal. If it is not within the “four corners” of the contract, a judge is very unlikely to enforce it.

Having a quality, comprehensive written contract is basic risk management, an “ounce of (legal) prevention,” which, considering how insanely expensive and maddingly frustrating litigation can be, is worth a TON of legal cure. A good contracts attorney must be part Nostradamus, predicting the future and making sure every possible contingency has been considered and planned for.

Most of the time, what will trip you up is what Donald Rumsfeld called the “unknown unknowns”—those things that you don’t know that you don’t know. Those situations you could never anticipate because of circumstances that simply weren’t in your realm of possibility. It’s not always the answers that matter the most, often it’s the questions that are most important—and knowing which questions to ask is key.

Something like not knowing that your state’s labor board could decide that, due to you not having a quality, comprehensive contract, the independent contractor you’ve been using is retroactively considered an employee and your business suddenly owns a tremendous amount in payroll taxes and penalties. In such a situation, ignorance is anything but bliss.

Sluder Law Firm can help you and your business with a wide range of legal matters, including, without limitation:

• Mergers & acquisitions/reorganizations.

• Joint ventures.

• Entity formation (LLC, corporation, partnership)—See our video below for more info.

• The purchase and sale of business assets, including goodwill

• The purchase and sale of entity ownership interests (corporate stock, LLC interest, etc.)

• Drafting and reviewing corporate governance documents (resolutions, meeting minutes, etc.)

• Equity-Owner Shareholder/Operating/Partnership Agreements, with appropriate “buy-sell” provisions—See our video below for more info.

• Single Member Limited Liability Company Operating Agreements—See our video below for more info.

• Purchase and sale of commercial real estate.

• Draft and review commercial and residential leases.

• Advise residential real estate investors.

• Employment, consulting, and independent contractor agreements.

• “Phantom stock” and other employee compensation plans.

• Non-disclosure/non-use/confidentiality agreements.

• Vendor agreements.

• Client/customer/sales/services agreements.

• Manufacturing and distribution agreements.

• Website terms of use and privacy policies.

• Dispute-resolving settlement and release agreements.

• Sweepstakes rules.

For many of our business-owning clients, Sluder Law Firm acts as a “virtual in-house counsel” . . .

What is a Virtual In-House Counsel?

A “virtual in-house counsel” (aka: “virtual general counsel”) is an experienced business transactional attorney who can help guide you and your business, someone you can call, email, text, or instant message with a legal question before it escalates into something that cannot be easily resolved. A “virtual in-house counsel” is an experienced legal advisor, one knowledgeable about a wide range of business, commercial, trademark, employment, and other contractual legal matters, plus help you protect your assets and eventually pass them to your heirs using effective estate planning. Every business owner would love to have such a person on staff, ready to provide information and advice to the owners and management. Any experienced business owner will tell you that an ounce of legal prevention is worth A TON of cure!

It makes sound financial sense to be proactive in order to avoid costly and time-consuming disputes with employees, independent contractors, vendors, clients, licensing authorities, and state and federal tax collectors. If you deal with the public, this is particularly true, especially in a state like New Jersey, which has a Consumer Fraud Act that can be very easy–and expensive (treble damages!)–to violate.

A “virtual in-house counsel” is someone who understands the demands of being a small or closely-held business owner, and all of the stress that comes from being self-employed, someone who is ready to take things off of your shoulders so you can take a deep breath, relax a bit, and focus on running your business. Maybe the greatest value that a good virtual in-house counsel can provide is the peace of mind and confidence that comes from knowing that you have someone working hard to help you head off potential legal issues. Contact Ely W. Sluder, an experienced business/corporate “virtual in-house counsel” attorney.