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Selecting the correct business structure and employing appropriate contracts, invoices, and forms are critical to mitigating legal risks in your business. Each enterprise has its distinct challenges, and the usage of generic contracts sourced from the internet or retail outlets may not be sufficient or suitable for your unique business needs. That’s where a skilled business contract attorney comes in.

We help small business owners with new and existing business contract review and development.

What is a contract?

A contract is an exchange of promises for something of value. I promise to paint your house and you promise to pay me $1,000; I promise to buy your house for $100,000 and you promise to sell it to me. Contracts can be oral or written. A contract, some say, is the “meeting of the minds” about the terms of the contract and the rights and obligations of each party under the contract.

Are oral contracts enforceable?

Yes. Most oral contracts are enforceable; only a handful of contracts require to be in writing. But oral contracts, although enforceable, are notoriously bad because the parties often forget what they agreed to. To enforce an oral contract, each has to find witnesses who were there when the oral contract was made, which would be essential for proving your version of the contact’s terms. So, although enforceable, you should never purposely rely on a handshake to “seal the deal.” Always put your agreements in writing so the parties will remember what they agreed to.

What makes a “good” written contract?

The contract language should clearly express the intentions of the parties. Contract language that is vague, ambiguous, incomplete, or inconsistent will inevitably lead to contract disputes. When there is a contract dispute the court interprets the contract language and it may or may not rule in your favor; in other words, it may not agree with your interpretation of the parties’ intent. Therefore, when preparing contracts or when reviewing contracts you plan on signing, make sure the terms are clear and unambiguous. Think about what your intent is when entering into the contract and make sure the words expressly state that intent. As noted, a contract, some say, is the “meeting of the minds.” So, make sure you understand your intent and the other party’s intent or understanding of what he believes he agrees to. If you do all of this, then it is less likely that the parties will have a contract dispute.

Which contracts have to be in writing?

Some contracts must be in writing: real estate contracts, including leases, contracts guaranteeing the debt of another, service contracts that cannot be performed within a year, and home solicitation contracts. Contrary to a common misconception, written contracts do not have a “cooling off” period within which you may cancel or rescind the agreement. There are only a few exceptions under Florida law and some under federal law. In Florida a contract must be in writing which sells goods or services in the course of a “home solicitation sale,” which is a sale that takes place in your home or at a location that is not the main or permanent place of business for the seller, so long as the purchase price is more than $25. And under federal law, a contract to put a second mortgage on your home (to cash out the equity in your home), or refinancing your home, requires a three-day cooling off period. If you are allowed a three-day right to cancel the contract, you must do it timely and in writing. In most cases, the contract will provide the procedure for cancelling it. You must follow those instructions carefully otherwise the cancellation may be considered invalid. Since most contracts do not have a cooling off period, you must not sign one unless you have thoroughly reviewed it or have asked an attorney to review it. Of course, we can help you review your contract. Contact us when you are presented with a contract so our expert team of business contract attorneys can meet to discuss its terms and any ‘land mines’ it may contain. As they say, ‘an ounce of prevention . . .’; so, take the time and let us review your contract before you sign.

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