Business Contracts

Contract Work for Businesses

We draft, review, and negotiate contracts for businesses in New Jersey and New York, from a two-person LLC putting together its first operating agreement to an established company that needs its vendor paperwork cleaned up. We also litigate contracts when they break down, which informs how we write them.

Here is what we have learned from the litigation side. Nobody reads a contract carefully twice. They read it once, fast, when they are excited about the deal, and then again slowly a year or two later when something has gone wrong and every vague sentence has become somebody’s argument. Our job on the front end is to make that second reading uneventful. Practically, that means reading the document the way your future opponent will read it, and asking one question about every clause: if the other side behaves as badly as this agreement allows, what happens to me?

What We Draft and Negotiate

Commercial agreements. Master services agreements and statements of work, supply and distribution agreements, software and SaaS terms, licensing and IP assignments, reseller and referral deals, and asset or equity purchase agreements along with the representations, warranties, and indemnities that go with them.

Employment and contractor agreements. Offer letters, employment agreements, independent contractor agreements, confidentiality and invention assignment agreements, and restrictive covenants. Worker classification needs particular care in New Jersey, which applies the ABC test and presumes that a worker is an employee. Many businesses learn that during an audit.

Commercial leases for landlords and tenants, which we cover in more depth on our real estate and landlord-tenant pages.

The Clauses That Decide Cases

Disputes almost never turn on the paragraph the parties spent their time negotiating. They turn on the boilerplate nobody read. These are the provisions we spend the most time on.

Indemnification and limitation of liability. Who is responsible for third-party claims. Whether the liability cap is mutual. Whether it is set at twelve months of fees or something larger. Which categories sit outside the cap: gross negligence, willful misconduct, IP infringement, breach of confidentiality, data incidents. A one-sided cap can turn a serious loss into one you cannot recover.

Termination and cure. Termination for convenience, notice periods, cure windows, what survives termination, whether prepaid amounts come back, and whether the departing party has to help with the transition and who pays for it.

Governing law, venue, and dispute resolution. Not boilerplate. A New Jersey business that has agreed to arbitrate in another state under that state’s law has been put at a disadvantage before any dispute exists. We also look at fee-shifting, jury waivers, and whether you can still get an injunction if you need one.

Restrictive covenants. New Jersey enforces a non-compete only to the extent it protects a legitimate business interest, does not impose undue hardship on the employee, and does not harm the public. That is the New Jersey Supreme Court’s test, and courts applying it will often narrow an overbroad restraint rather than throw it out. New York’s approach is broadly similar, but New York has been actively reconsidering how far non-competes should be enforceable at all, and a covenant drafted on last year’s assumptions is a poor bet. A narrow restraint you can actually enforce is worth more than an aggressive one a court will rewrite.

Confidentiality and data. How confidential information is defined, what the carve-outs are, whether there is a residuals clause, how long the obligation lasts, what has to be returned or destroyed, and who is responsible when there is a security incident and someone has to notify a regulator.

Integration and amendment. The merger clause decides whether anything said during negotiations still counts. Where a written agreement is complete and unambiguous, both New Jersey and New York courts will enforce it as written and will not let either side use outside evidence to argue for a different deal. That protects you from invented side agreements. It also means an assurance you did not get in writing is gone.

Two Doctrines Worth Knowing About

Good faith. Every New Jersey contract carries an implied covenant of good faith and fair dealing, and the New Jersey Supreme Court has held that a party can breach it while technically complying with every written term. That has real force in long-term supply, distribution, and franchise relationships where one side holds discretion over the other. New York recognizes the covenant too, but will not use it to override what the contract expressly says.

The statute of frauds. Some agreements have to be in writing to be enforceable at all: sales of goods above the UCC threshold, promises that cannot be performed within a year, guarantees of someone else’s debt, and agreements involving real property. A handshake deal in one of these categories is not just risky. It may be unenforceable no matter how clearly both sides remember it.

How We Work

We start by asking what the deal is supposed to accomplish and how it could realistically go wrong. Then we read the document against those risks, not against a checklist.

You get a marked-up draft with comments in plain English: what each change does, why it matters, and how hard we think it is worth fighting for. We rank the issues, because not every bad clause is worth spending your negotiating capital on, and part of the job is telling you which fights to skip. If the agreement is basically sound, we will tell you that instead of generating revisions to justify the bill.

For businesses that sign the same kinds of documents repeatedly, the better investment is usually a solid template and a short internal playbook, so routine deals do not need a lawyer at all and only the unusual ones come to us.

Outside New Jersey and New York

Contracts travel. A commercial agreement usually names its own governing law, and the analysis follows that choice rather than where you are sitting. A New Jersey company signing under Delaware law, or an out-of-state company signing under New York law, is squarely within what we do. Between us the firm is admitted in New Jersey, New York, Texas, and Arizona, and where a matter turns on the law of a state where we are not admitted, we bring in local counsel or refer it. Ask before you assume we are the wrong call.

Before You Sign

Contract review costs a small fraction of what contract litigation costs. Most people do not believe the size of the gap until they have paid for both.

Call (201) 431-6199 or email info@wenstrandlaw.com. Offices in Cranford, New Jersey and on Madison Avenue in Manhattan.