Articles Posted in Contracts

On courtroom TV shows, success or failure often occurs in one very sudden “a-ha!” moment at or near the end of a trial. In reality, though, the crucial seeds of success (or failure) are often sowed much earlier. Success in your commercial dispute requires many skillfully executed pretrial steps, including drafting and timely submitting a well-written complaint. Whether you’re in need of trial advocacy or pre-trial help, an experienced Atlanta commercial contracts lawyer can be essential to your success.

Last month, we looked at a case between a Georgia-based sports agent (and his agency) and his North Carolina-based financial and tax advisor (and others) in a dispute over unpaid debts. To briefly recap, the latter group sued the former, alleging breach of contract, and in our previous post, we focused upon one of the key issues in the case: precisely when commercial parties do — or do not — have a binding agreement.

That case, however, has an additional lesson for the unwary litigant — one unrelated to the rules of contract formation. In that case, the advisor’s claims weren’t the only ones at issue. The agent and his affiliated parties countersued, alleging “fraudulent inducement, fraud, negligent misrepresentation, breach of fiduciary duty, constructive fraud, and civil conspiracy.”

Continue reading →

When dealing with commercial contracts and negotiations regarding commercial contracts, there are pieces of information that can be crucial. Perhaps the most fundamental is “Do we or don’t we have a binding agreement enforceable under the law?” When it comes to negotiating an agreement and getting knowledgeable advice about the contractual legal obligations you do or don’t have, an experienced Atlanta commercial contracts lawyer can give you the answers you need.

One recent breach of contract case in federal court turned, in part, on this exact question of the existence (or non-existence) of a binding contract.

The defendant was a Georgia-based sports agent (and his agency) that, in 2016, contracted with a North Carolina-based financial and tax advisory firm. Upon the firm president’s advice, the agency hired C.H. as its chief operating officer. The COO and the financial advisors recommended that the agent seek a line of credit from a private lender, and he did so, agreeing to borrow $295,000. Of that sum, the agent alleged he received only $45,000.

Continue reading →

Contract relationships can be like couples relationships: some are satisfying and mutually beneficial, some start out strong but eventually go off course, and others seemingly are beset with problems almost from the start. If you find yourself in the middle or last scenario, you may also have to deal with a breach of contract case in civil court. When the time comes to sue or to defend a lawsuit, be sure you have a knowledgeable Atlanta contract dispute lawyer handling your case.

A breach of contract case from here in North Georgia illustrates what can happen when two contract partners fall into that last category… and when a party’s case is missing some very important pieces.

In this case, a contractor and a subcontractor had an agreement for the subcontractor to do installation work. The subcontractor, however, did a grossly substandard job, according to the contractor. The subcontractor, in its defense, asserted that any problems with its work were the result of the contractor providing it with an insufficiently clean jobsite in which to do the work it agreed to perform.

Continue reading →

Amidst complicated questions of corporate mergers, intellectual property, and more, commercial contracts often come down to fundamental issues of document drafting and contract construction. Whether yours is a (seemingly) straightforward contract for services or a complex deal, success often comes down to what’s on the paper you sign and your understanding of what rights and responsibilities are contained in that language. When it comes to getting a contract that does what you intended, and then enforcing the rights you obtained through that agreement, make sure you have an effective and experienced Atlanta commercial contracts lawyer advocating for you.

A recent 11th Circuit Court of Appeals breach of contract case is a strong example of what we mean. The client was a corporation headquartered in Florida “that specializes in defense and information technology.” The consultant was a corporation that “offers research and consulting services related to infrastructure and energy.”

The parties inked a consulting agreement in 2010 to use radio frequency heating technology to obtain heavy oil from oil sands. The “Miscellaneous” section of the deal called for the consultant to receive a payment (capped at $4 million) if “IP is sold, merged or transferred and the primary basis of the sale is not the IP.”

Continue reading →

A successful commercial contract must do many things. One of those objectives is to function correctly if you are the victim of the other side’s breach. To that end, success requires ensuring that your contract is free of provisions or clauses that do not comport with Georgia law and, if challenged, will be tossed as unenforceable, weakening your right to obtain relief. The right Atlanta commercial contracts lawyer can help you to avoid this and other critical pitfalls.

A recent federal case shows what can happen when a contract clause isn’t compliant with Georgia law.

The parties to the lawsuit were a suburban Atlanta-based company that “helps companies select and use computer software to… manage… their business” and a Minnesota-headquartered subcontractor that dealt primarily in training users on software packages like Microsoft Dynamics AX.

Continue reading →

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.

Continue reading →

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.

Continue reading →

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.

Continue reading →

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.

Continue reading →

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.

Continue reading →