Articles Posted in Contracts

Construction contracts can often end up in disputes and, subsequently, litigation. There are many ways that construction contracts (and parties’ contractual rights and obligations) can become complicated and/or disputed. If you’re a party to a construction contract and you’ve been hauled into court — or the other side has failed to live up to their obligations and you need to take them to court — make sure you have the right representation from an experienced Atlanta commercial contracts lawyer.

The construction contract at the heart of one recent breach of contract case filed in federal court here in Atlanta is a good example. The parties were a general contractor and a subcontractor working on a boiler replacement project in Louisiana.

One way a construction contract situation can go awry occurs as a result of “change orders,” which is the industry term for amendments to the original contract. In this case, there were no fewer than six such amendments.

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Binding contracts are an essential tool in conducting business. That includes not just the agreements that govern the transaction of products, goods, and services, but also the contracts that settle disputes between parties. Settlement agreements are essential for declaring each side’s rights and responsibilities. With any settlement agreement, there are three areas where having a skilled Atlanta commercial contracts lawyer on your side can yield a crucial benefit to your side: negotiating the agreement, drafting and executing the agreement, and finally enforcing the agreement.

In this post, we’re focusing on the last of those three items and a recent settlement agreement case from the Georgia Court of Appeals. The underlying case involved a very well-known Atlanta trial lawyer and a law firm. When the two sides’ business relationship ended, they worked out a settlement agreement that included a non-disparagement clause. Non-disparagement clauses can be an essential means to protecting a business’s reputation, especially in this age of ubiquitous social media.

After the sides executed the agreement, the firm sought payment of certain fees. Subsequently, the lawyer allegedly called the firm “crooks,” accusing them of extorting him and failing to prioritize the interests of their clients above their own. He allegedly reiterated the extortion claim and accused the firm of engaging in a “shakedown effort” in a statement he sent to the press and posted on social media.

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Sometimes, commercial contract relationships are less than perfect. Imperfections… mistakes… omissions… and more may crop up in the course of your business relationship. Even when those flaws or errors were on your end, that doesn’t necessarily mean you’re not still entitled to be paid for the work you did. If things have become a bit “messy” — or a lot messy — when it comes to your business contract and payment for the work your business did, you need to be sure you have the right Atlanta commercial contract lawyers on your side to get you fair payment.

One way in which this sort of circumstance can emerge is if the contract you signed ends up being void and unenforceable. Just because your agreement is unenforceable, however, that doesn’t mean you can’t still receive payment under alternate legal theories like unjust enrichment.

That was the situation facing an Atlanta firm specializing in providing advice relative to establishing employee stock option programs (ESOPs) and the Kennesaw-based firearms broker that retained its services.

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When you’re dealing with construction projects and contracts, whether you’re a contractor or a subcontractor, invoicing and payment of invoices are critical parts of the process. If you’re the invoicing party, you want to ensure you’ve done everything necessary to ensure you get paid what you’re owed. If you’re the party receiving the invoice(s), you want to be sure you’re paying only what you’re legally obligated to pay. Either way, advice and representation from a knowledgeable Atlanta commercial contracts lawyer can go a long way toward maximizing the protection of your business interests and your rights.

Unpaid invoices — and a lien waiver — were at the center of one recent federal court contract dispute here in North Georgia. To set the stage, the parties were: a Houston-based contractor specializing in “engineering, procurement, and construction” services and its subcontractor, a Missouri-based site development company. The work centered around a construction project just outside Savannah. The parties’ contracts called for the subcontractor to provide pipes, rack modules, process modules, and pipe insulation, as well as to install certain pipe racks and process modules.

Along the way, the subcontractor submitted roughly $5.2 million worth of invoices for which it never received payment. The contractor asserted a procedural basis for its argument that it didn’t owe the invoiced amounts. The subcontractor failed to “file a claim of lien or affidavit of nonpayment within sixty days of signing a lien waiver,” which was a statutory requirement. The contractor argued that the subcontractor’s failure to file that notice effectively extinguished its right to receive payment on those invoices.

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On courtroom TV shows, the case almost always turns on some dramatic game-changing “a-ha” moment during the trial. In real life, cases play out differently. The key to success often is something less TV drama-friendly. It could be a document request in pretrial discovery. It could be a question in a deposition. Or it could be the skillful use of a procedural rule, either to advance your case or maybe to preserve a hard-earned win at trial. To ensure that you are optimally positioned for success in your commercial litigation action, you need an experienced Atlanta contract litigation lawyer who’s fully versed in doing all the little things (in addition to the big things) necessary for a positive outcome.

A recent contract dispute case that originated here in metro Atlanta shows this truth at work. The case centered around a stock subscription agreement where a Kennesaw-based pediatric medicine practice agreed to buy a membership in an Atlanta-based pediatrics entity.

When the subscriber asked to see the Atlanta practice’s books and records, the latter challenged the subscriber’s assertion of its rights, contending that the subscription agreement contained a scrivener’s error (a/k/a an unintentional mistake in the text of the contract that resulted in the writing not reflecting the true intent of the parties.) Specifically, the practice asserted that the error was a big one: the parties actually intended for the subscriber to obtain membership in an entirely different entity.

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When you enter into a commercial contract with a client, there may eventually arise a desire to replace that agreement, leading to the execution of a subsequent contract. If problems later arise between the two sides and you need to pursue a breach of contract claim, then it is essential to have an experienced Atlanta commercial contract lawyer on your side who clearly understands all of the laws regarding contract validity and enforcement, and the impact of subsequent agreements on earlier ones.

Recently, the Georgia Court of Appeals weighed in on the issue of the impact of an invalid subsequent contract on an earlier agreement.

The original agreement was a 2001 contract in which a consulting company agreed to provide marketing strategy services to a pair of insurance entities. In 2012, the two sides sought to enter into a new agreement.

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When two sides negotiate and enter into a commercial contract, the law gives them very wide latitude in how they structure that deal and what terms they put into the final contract. The law does not, however, gives parties carte blanche in what they do; there are certain things that are out of bounds as a result of statutes or case law. Getting the most from your commercial contract, then, includes ensuring that the terms you’ve negotiated for and agreed upon are not rendered unenforceable by the law. To make certain your agreement meets these standards, make sure you have representation from a knowledgeable Atlanta commercial contracts lawyer.

A recent breach of contract case before the federal 11th Circuit Court of Appeals highlights an example of this concept. The parties were a North Carolina-based bank and several Venezuelan holders of commercial bank accounts, including a law firm and an investment firm. The contract that governed these accounts was something the bank called its “Commercial Bank Services Agreement.”

The agreement imposed certain obligations on the account holders. It said that the account holders had only 30 days to inform the bank about any unauthorized transactions on their accounts and that they had only 10 days to notify the bank if they failed to receive a monthly statement from the bank.

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A recent ruling from the 11th Circuit Court of Appeals (whose decisions directly control federal cases in Georgia, Florida, and Alabama,) is a reminder that even the most seemingly perfunctory parts of an agreement, up to and including the definitions contained in the contract, can be crucial. Whether you’re negotiating a commercial agreement or seeking to enforce one that you already executed, an experienced Atlanta commercial contracts lawyer can help you ensure that your business interests are protected to the fullest.

In that recent 11th Circuit breach of contract case, the agreement involved two insurance entities. Although many insurance contract disputes involve issues specific to insurance law, the issues that were front-and-center in this case were ones common to most contractual relationships (and contract law.) Chiefly, the issue of ambiguity versus “plain meaning.”

One entity, a Florida-based company, provided insurance to local governments in that state. The insurance company had a contract with a New Jersey-based reinsurer where the latter promised to reimburse the former for certain claims occurring during the coverage period. (A “reinsurer” is an insurance entity that offers financial protection/coverage to other insurance companies.)

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When it becomes necessary to sue a supplier, a distributor, a designer, or another commercial contract partner, you probably have some general expectations. This includes facing vigorous opposition. So, you may wonder, what do you do if the entity you sued simply does… nothing? Fortunately, the law has a process for that but, like all other civil litigation procedures, it is vitally important you complete every step correctly. To that end, even when yours is a lawsuit in which the defendant is not participating, it is still extremely valuable to have a knowledgeable Atlanta commercial contracts lawyer on your side.

A contract dispute from here in Atlanta shows what we mean. An architectural designer, as part of its work erecting a canopy system at the Atlanta international airport, inked a deal with a supplier to purchase steel and other materials.

The supplier allegedly shipped non-conforming materials and also failed to pay all of its own suppliers and subcontractors as required by the agreement. Based on those breaches, the designer terminated the agreement and later sued.

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