Blog Posts in December, 2014

How "Buy-Sell" Clauses Can Help End Your Business Relationships

Many business agreements contain a “buy-sell” clause. This represents an agreement between the owners of a business on how to deal with the departure of one or more co-owners. A common buy-sell provision might require the remaining co-owner to purchase the departing co-owner's share of the business within a fixed time period. Cole v. Macklowe To illustrate how buy-sell provisions work in practice, ...

Protecting Your Interests With a "Liquidated Damages" Clause

Many business contracts contain a provision for “liquidated damages.” If there is a breach of contract, the injured party may demand a predetermined amount of liquidated damages from the party that caused the breach. As the New York Court of Appeals has explained, “In effect, a liquidated damage provision is an estimate, made by the parties at the time they enter into their agreement, of the ...

Is Your Contract Complete Without an "Integration Clause"?

It is always best to enter into a business contract in writing. While oral contracts are enforceable in New York, it is sometimes difficult to establish the specific terms agreed upon by the parties. A written contract can eliminate any uncertainty or ambiguity from the equation. Many written contracts contain what is known as an “integration clause” or “merger clause.” This is basically language ...

UCC or Common Law: Which Applies to My Contract?

A contract is a contract. But not all contracts follow the same law. In New York, a contract may fall under the common law of the state or the Uniform Commercial Code (UCC), a set of rules adopted by all 50 states that govern certain commercial transactions. Whether to apply common law or the UCC is often a key preliminary issue in civil and commercial litigation. The differences between common ...

Contracts vs. Criminal Law: Defining Your Terms

Every word in a business contract has a legal meaning and importance. That does not mean the parties to the contract always agree on what that meaning and importance is. Litigation frequently arises over the definition of what may seem like simple words and phrases. Wirth v. Liberty Mutual Insurance Co. Here is a recent example from a case decided by the Appellate Division, Fourth Department. The ...