Business Contract Lawyer in Orlando
Contracts and Agreements
Almost all business transactions are the result of either a written or oral contract between two or more parties. Florida is a right-to-contract state, which means that the state government encourages and promotes people to enter into binding agreements whenever business is conducted. Although contracts can lead to mutually beneficial relationships, disputes regarding contracts can cause significant financial, emotional, and practical stress. At Parikh Law, P.A., we often say that the best contracts are those that are negotiated thoughtfully, thoroughly reviewed and drafted by our attorneys according to the most recent case law, and finally signed by the parties and put away never to see the light of day again. Our clients want to conduct business, not worry about legal disputes.
In reality though, no matter your due diligence during the contract formation stage of a business deal, things can go wrong and a breach of contract may occur. When disputes arise, a well thought out, well-drafted, and legally enforceable contract will be invaluable to you. It is your first line of defense. Clear terms with foresight in contract drafting are the best way to protect your interests when going into a business deal.
My name is Rahul Parikh and I am the founding partner of Parikh Law, P.A. We are a boutique business law firm in Orlando, Florida. Our attorneys specialize in contract drafting as well as business litigation. We advise businesses, draft and review contracts, and litigate in court on behalf of our clients. With this complete view, we can honestly tell you that when parties must litigate and go to court over disputes, the business contract that they signed to govern their business dealings is the most important document there is. Often, I have had potential clients come into my office with a business dispute and they bring a contract that someone else drafted or that they pulled offline. When I ask them what their understanding of the business deal was, it is usually not in line with what their contract states. The importance of having trained, experienced, contract attorneys, and business law trial lawyers review or draft your contract before you ever sign it or conduct business cannot be overstated.
What is a Contract?
A contract is simply an agreement between two or more parties that create mutual legal obligations. A contract will usually contain promises that both parties will make to each other as well as the obligations of both parties to fulfill those promises. These promises, when put into a valid contract, are legally enforceable. This means that if one party does not live up to their promise(s) as stated in the contract, and it causes financial damage to the other party, then the injured party may seek recourse in a court of law based on the contractual terms.
In Florida, in order to have a legally binding contract, it must consist of:
- An offer from one party to another
- An acceptance of the offer presented by another party
- A promise to perform
- A valuable consideration
Other aspects of a contract will include:
- Terms and conditions of the offer and its acceptance
- A time frame or “term” of the contract and when the promises or obligations must be performed
- Conditions upon promises and obligations
- Performance of the promises and obligations
- The contract must have a legal purpose and cannot be used for illegal purposes
- The agreement between the parties is mutual and a “meeting of the minds” has occurred — in other words, there has been a “bargained-for exchange”
- Offers may be revoked until acceptance has occurred
- Acceptance usually means agreeing to the terms of the offer
- An acceptance that changes the terms of the original offer is considered a “counter-offer” and is not a true acceptance
Bob offers to sell his Ford F-150 to Susan for $10,000 by March 30 if Susan gets her driver’s license. Susan accepts this offer and promises to get her license and make payment of $10,000 to Bob in exchange for his Ford F-150 by March 30.
If Susan gets her driver’s license by March 30 and makes payment of $10,000 to Bob, then Bob must sell his Ford F-150 to Susan.
The above example contains an offer, an acceptance of the offer, a promise to perform, and valuable consideration (the money for the truck). It is a legally binding contract. It also contains terms and conditions of the offer and acceptance as well as a condition (Susan must get her driver’s license by March 30 for the acceptance to be valid).
Contract v. Gift
The difference between a gift and something that is contracted or bargained for is known as “consideration.” Consideration means that something is given for something else. In other words, in the example above, Bob is not gifting his truck to Susan, because he is asking for $10,000. The exchange of money for the truck, and the truck for the money, is known as consideration. All contracts must have consideration (something given for something else) in order to be treated as a contract and not a gift.
Written v. Oral Contracts
In Florida, contracts may be both written or oral. With this said, most oral contracts are very difficult to enforce as they usually do not have documentation of the terms and conditions that were agreed to by the parties. Two main ways to prove an oral contract existed in court are (1) to document the terms and conditions of the oral contract or agreement and (2) to be able to show a course of dealing, over time, between the parties that are consistent with the alleged oral contract. Some contracts cannot be oral. For example, contracts pertaining to real estate, contracts whose performance will take longer than one year, and contracts that are above a certain amount of money all must be in writing to be valid.
When the term competence is used in relation to a business contract, it usually refers to the requirement that both parties be of “sound mind” to enter into a legal agreement. This definition requires that both parties be of the age of majority (minors cannot enter into legally binding contracts), both must be sober and of clear mind at the time of executing the contract, and neither can be mentally incapable of understanding that they are entering into a legally enforceable contract. If either of the parties is considered to be legally incompetent, the contract will be found void in court and will not be valid or enforceable.
Parikh Law, P.A.
Parikh Law, P.A. is a boutique business and contract law firm in Orlando, Florida. We advise clients, negotiate deals on their behalf, draft or review contracts and agreements, close deals, and litigate business disputes. Our attorney has extensive experience with business litigation and contract drafting and has been a strong ally and resource of our business clients no matter what their business legal needs are. At Parikh Law, P.A. we promise our clients High Powered Representation, VIP Service, and a Caring Team. Call us today at 321-558-2704 to schedule your consultation.
“Do not use contract forms that you find on the internet to save a few dollars. Many of those forms are not state-specific, they are not up-to-date with the most recent case law, and contracts should not be one-size-fits-all. Each business deal is unique. To properly protect your business and pecuniary interests, you need to have competent legal advising and properly drafted contracts. A legal dispute can derail your business and your financial prosperity. The money that you spend on competent legal representation during the contract drafting phase of your business dealings can save you tens- to hundreds of thousands of dollars or more in lawsuits and liability. Call our office today. We will sit down in my office, discuss the unique aspects of your business, and come up with the best solution for you.