Orlando Contract Lawyer with Decades of Florida Contract Law Experience
On This Page
- How Our Contract Attorneys Can Help You
- Why Business Contracts Matter
- Differences Between Oral and Written Contracts
- Key Concepts in Contract Law
Every day businesses large and small enter into implied and expressed contracts. They are the very foundation businesses are built upon. When you enter into an agreement with another business or individual you are depending on them to follow through with their promise.
The reality of business, and life for that matter, is that, for whatever reason, not everyone follows through with what they say they are going to do.
Having an experienced contract attorney on your side at the beginning, before you enter into the agreement will help protect your rights and interests; as-well-as, save time and money if a contract dispute occurs in the future.
Without a well written contract clearly outlining what the agreement is, it could be very difficult if not impossible to force the other party to follow through with the original agreement. Not all contracts are well written. Not all contacts are written with the best interest of the deal but to give the advantage to one party over the other. Some contracts are simply poorly written using ambiguous language and fail to provide adequate protections. Understanding what is in a contract, and knowing the negotiated agreement is properly outlined in the contract is just as important as having a written contract.
Walsh Banks Law understands the legal and business implications of a contract as a whole; as-well-as, the different individual clauses and terms that make up the contract. Let us put our knowledge and years of experience to work for you in dealing with your contract law matters. Give us a call and find out how our legal services can help you or your business succeed (407) 259-2426 or Schedule a Consultation
How Our Contract Attorneys Can Help You and Your Business
We have decades of experience handling all aspects of contract law from contract negotiations to contract disputes and breach of contract lawsuits. Our team has handled thousands of different contract issues over the years.
We understand how to create contracts that protect your interests, how to modify contracts that have harmful clauses before you sign, and how to handle breach of contract issues. Because we have handled contracts in every stage of formation, in a variety of industries, we know how to avoid traps, how resolve contract disputes, and how to aggressively represent your interests from the negotiating table to the courtroom.
Depending on what side of the deal you are on, you should have a qualified business lawyer or contract attorney draft or review the contract, so you know your rights and interests are protected.
We provide five categories of contract law legal services:
- Legal document and contract review
- Contract preparation and drafting
- Contract negotiation
- Contract dispute resolution and litigation
- Breach of Contract lawsuit defense and prosecution
Contract negotiations, drafting, and review services help ensure clients interests and rights are protected prior to entering into a contract. Dispute resolution and breach of contract representation help ensure clients can enforce a contract after the contract has been entered into.
Our Orlando contract lawyers routinely review, negotiate and draft a wide variety of contracts, for clients in a variety of different industries, including but not limited to:
- Vendor Contracts
- Service Contracts
- Sales and Purchase Agreements
- Reseller and Distribution Agreements
- License Agreements
- Non-Disclosure & Confidentiality Agreements
- Real Estate and Construction Contracts
- Commercial Real Estate Leases
- Business Purchase and Sale Agreements
- Non-Compete Agreements
- Asset and Stock Purchase Agreements
- Company Formation Documents
- Operating Agreements
- Partnership Agreements
- Joint Venture Agreements
- Franchisee and Franchisor Agreements
- Founder Agreements
- Stock Purchase and Sale Agreements
- Employment Contracts and Severance Agreements
Reviewing Business Contracts & Assessing Legal Documents
In the normal course of business, a company may enter into hundreds or even thousands of different contracts. Many of these agreements are routine and the terms and conditions are well known between the parties. But, there are times when the business relationship is new or the circumstances outlined in the contract are unique and want to make sure you are protected if something goes wrong with the relationship.
That is the point of having a contract reviewed. To make sure the document says what it is supposed to say, and that your rights and interests are protected, without placing an undue burden on you or your company.
During a contract or document review, a contract lawyer will carefully examine the terms of the contract. Because many agreements are written in highly technical language, a lawyer may be needed to “interpret” what the contact actually says in plain English.
They will look for clauses that are unfair to your organization or that put too heavy of a burden on you. They will explain the dubious clauses to you and make recommendations for amending them.
It is usually a best practice to have a contract reviewed prior to execution of the contract. Some of the most common times that a business may request a document review are:
- During a contract negotiation
- During a contract renewal process
- When doing business with a new partner for the first time
- After there has been a problem with performance of the contract
Learn more about our business contract review services.
Drafting Business Contracts & Legal Documents
Typically, when two sides come to a business agreement, they have only agreed to the major terms of the deal. The details may still have to be hashed out. Having a Florida contract lawyer prepare and draft contracts and other legal documents ensures that your interests are protected, that the agreement you sign accurately reflects your understanding of the deal, and makes sure important details are not neglected.
Having a contact lawyer be responsible for the drafting of any legal documents also gives you the peace of mind of knowing that the document will be enforceable in a court of law and can be used to hold the other side accountable if thy fail to live up to their responsibilities.
Part of drafting a good contract is understanding how any future dispute would likely play out in a court of law. A good contract can help avoid many future contract disputes just by being thorough in its terms.
Learn more about our contract and legal document drafting services.
Negotiating Business Contracts
It is important to every business that they get the best deal possible, especially when it comes to strategic partnerships and vendor agreements. Sometimes a simple deal can be quickly be formulated and agreed to. But, more complicated deals require a significant amount of negotiation.
Contract lawyers can help businesses get the deal they need through contract negotiations. Contract lawyers know what the legal boundaries are when it comes to contracts. They also understand how common contract terms will be interpreted by a court in the event of a dispute. Most importantly of all, a contract lawyer understands how to get a deal done that allows your business to grow, without putting it at undue risk should something later go wrong.
In many instances, especially when dealing with complex transactions, the earlier you can involve a lawyer in the negotiations the easier it will be to come to an agreement that is in your best interest.
Contact negotiations are about more than just the terms of the deal. They are about setting the tone for your long-term relationship with the other side. A contract lawyer can advise you on not only what contract terms are important, but also what the best way to make sure the contract that ends up getting signed is fair to your business and will be upheld by the courts.
Breach of Contract / Contract Dispute
Sometimes, despite the best intentions and the most careful planning, contract disputes arise between two parties. Typically, one or both sides of a contract will accuse the other of being in breach of the contract. When one side fails to live up to their promises, it can wreak a lot of havoc with the business of the other side and cost them a lot of money.
Contract lawyers have several different tools when it comes to handling contract disputes. When dealing a dispute, a contract lawyer will carefully analyze the contract between the two sides. The lawyer will consider what would most likely happen if the case ended up going to court.
Working backwards from that point, a contract lawyer will often suggest trying to settle the matter without filing a lawsuit. This often involves making demands and negotiating a settlement both sides can live with. However, should negotiations fail, a contract lawyer may be needed to file a breach of contract lawsuit.
Very few contract cases end up going all of the way to a trial. However, filing a lawsuit gives lawyers additional tools to try and leverage the other side to agreeing to a settlement.
If a settlement proves not to be possible, an experienced contract lawyer will be prepared to make their case to a judge and a jury.
Why Business Contracts Matter—Especially to Small Businesses
Contracts are the foundation of business. Contracts are what helps two strangers trust each other enough to buy and sell with each other. Some small businesses have the misconception that only big companies need formal written contracts. However, contracts matter to all businesses, but they are especially important to small businesses.
Small businesses need written contracts because they:
- Level the playing field
- Lower legal costs over time
- Let you run your business
Contracts Help Small Businesses Level the Playing Field
Big businesses can often use their economic clout to manipulate smaller companies into changing their terms and accommodating their needs. As a small business your organization will be smaller than most of the companies you do business with. Having a solid written contract can keep from being run over by a bigger business who changes their mind about their willingness to follow through on a deal.
Written contracts allow small businesses to make sure both sides know what the deal does and does not include. Without a contract a small business will be at the mercy of their customers or vendors because there will not be a clear record of the terms of the deal to fall back on.
Written Contracts Can Lower Your Legal Costs Over the Long-Term
Contracts are designed to keep disputes out of the courts. Making it a standard practice to have written contracts will reduce the amount of disputes you have over the life of your business. Contracts also make it easier and cheaper to resolve any disputes because there are fewer facts to argue over and often contracts will spell out the penalties for being in breach of contract.
It is much cheaper to pay the legal costs associated with negotiating and drafting a contract than it is to pay for litigation over an unclear oral agreement. If litigation is needed, having a written contract puts you in a much stronger position than if you are relying on other evidence of your agreement.
Contracts Let You Get Back to Business
You didn’t get into business because you like arguing over payment and delivery terms. Every time you have a dispute or misunderstanding over the terms of a deal it is costing you time and money. Instead of doing other high value activities in your business, you have to dedicate time to clearing up confusion between our origination and your customers, strategic partners, or vendors.
Written contracts make these kinds of misunderstandings less frequent. A great contract makes everyone’s duties clear. This frees up your time to do what you do best—serving your clients and customers.
Contracts let you get back to business.
What is the Difference Between an Oral and a Written Contract?
Under Florida contract law both an oral contract and a written contract are considered equally binding and enforceable. However, if the oral contract was ever litigated it may be difficult to prove the specifics of the agreement. A contract should always be in writing.
Many people think of a contract as a long piece of paper that spells out an agreement. But, a contract is a legal concept. A contract does not have to be written down to be valid. However, having a written contract is a best practice.
The legal definition of a contract is a mutual agreement between two sides where a valid offer has been made, that offer has been accepted, and something of value (consideration) has changed hands or will change hands in the future.
You can have a valid oral contract or written contract. You can have a legally enforceable contract that is sealed by a handshake or a legal contract that is agreed to on the phone or even over text or email.
However, when there is only an oral contract, it can difficult to decide what the actual terms of the contract are. It is possible that both sides interpret the meaning of the deal differently. One side could later try and change the terms of the deal. The basic problem if an oral contract is one of proof.
How can you prove what the terms of the deal were when there is no document to refer to? This makes oral contract difficult, but not impossible to enforce.
Under the law some contracts must be in writing to be valid. For example, contracts dealing with real estate or contracts that cannot be performed with one year are required to be in writing in order to be enforceable.
How to Prove the Terms of an Oral Contract
There are three primary ways to prove what the terms of an oral contract are:
- Statements from witnesses
- Past performance
- Contemporaneous documentation
Anyone who was present when the deal was agreed to would be able to give an account of what the terms of the contract are. However, often witness statements are contradictory and make it difficult for a neutral fact finder to make sense of what happened when the contract entered into.
If the two sides of a contract have been doing business together for a period of time before a dispute over the terms of the contract arise, you can look at the past performance of the parties as a way to confirm what some of the terms of the contract are. If one side regularly paid a set amount for a shipment of a certain size for a period of time, it is clear that this arrangement was part of the contract.
Often, even when there is no written contract, there will still be written documents about the contract. There may be internal business emails or memos that talk about the terms of the oral contract. If there is a dispute about what the terms of an oral contract were, these contemporaneous business records can be used to show how at least one side viewed the deal.
Amending Written Contracts by Later Oral Agreement
Sometimes two sides will have a written contract, but the business needs of the relationship require that the contract be amended. However, often the two sides will not memorialize these changes or amendments to the contract in writing.
If the written contract itself does not forbid making oral amendments, there is nothing to stop the two sides from doing this. It is often more convenient in the moment than formalizing a written amendment. But, by not having the amendment in writing it also opens the door to later misunderstandings and disputes.The two sides will essentially be in the same position as they would be if they only had an oral contract. They will need to use witnesses, past performance, and contemporaneous business records to prove what the new terms of the contract were.
The best practice for most written contracts is to include a clause that requires all amendments to the contract also be in writing to be enforceable. This avoids these types of problems.
The Form of Written Contracts
Written contracts come in many different forms. While most people think of thick stacks of paper with multiple places to sign and initial when they hear the word contract, contracts can also be simple enough to fit on the back of a post card. In many businesses the company order form is a written contract. Sometimes, the terms of a contract are spelled out in several emails.
There are no universal format or length requirements for a valid written contract. It is even possible to have a valid contract without any signatures. As long as there is a valid offer, acceptance, and consideration the contract is valid regardless of its form. However, there are several best practices when it comes to written contracts that time and experience have shown help avoid disputes and protect the interests of the parties.
Some of the best practices include:
- Signatures from authorized representatives of both sides of the contract
- Detailed clauses that spell out each sides responsibilities
- Clause stating the document is the entire contract and that all amendments must be in writing and signed by both sides
- Clause that states what the damages are if there is a breach of contract
The purpose of a written contract is to help business go smoothly. The best contracts make the terms of the deal clear, delineate each party’s responsibilities, and accurately reflect each side’s understanding of the transaction. Simple deals like a standard order from a vendor may only require a simple contract. But, more complex transactions require longer written contracts to fully cover all of the details.
Key Concepts in Florida Contract Law
Contract law is complicated. Each state has its own laws and court decisions that shape how contracts are written and enforced. Some types of contracts, such as real estate contracts, have to follow special rules. There are also any exceptions to the rules and laws that govern contracts. But, there are a few key concepts of contract law that form the basis of most business contracts.
These key concepts include:
- The components of a contract
- The difference between express and implied contracts
- What makes for a valid contract
Components of a Valid Contract
For an agreement to meet the legal definition of a contract it must have these five components:
- Agreement (meeting of the minds) Enforceable by law
The offer means that someone has proposed a deal. The offer could be as simple as I will sell you my truck for $5,000 or it could be something more complex like an offer to form a strategic partnership to explore a mineral rights claim. The first step in creating a valid legal contract is making an offer.
The second component is acceptance. If you offer to sell your truck for $5,000 and the offer is rejected there is no contract. If instead of rejecting your offer, the potential buyer makes a counter offer of buying the truck for $4,500 there is still not a valid contract unless you accept the counter offer.
The third component in a valid contract is consideration. Consideration simply means that something of value has to change hands. In the example of the truck sale, the truck and $5,000 both have value. There is valid consideration. If give our truck to someone, there is no contract. You have just made a gift. Likewise, if two people agree to meet at the park there is no contract. There is no consideration. Nothing of value has changed hands between the two sides.
The fourth component of a valid contract is agreement. The two sides have to agree on what the deal actually was. They have to have a meeting of the minds. If you think you are buying the truck for $4,500 and I think I am selling the truck for $5,000, there is not a contract. We have not agreed on the underlying terms of the deal.The last component of a valid contract is that it has to be enforceable by law.
There are several reasons a contract may not be enforceable by law:
- The underlying premise of the deal may be illegal—you cannot have a valid contract to sell illegal drugs
- One side may not be capable on consenting to the deal—you cannot have a valid contract with a minor
- The law may require the particular contract to be in writing and the two sides only had an oral agreement—any real estate contracts need to be in writing to be legally enforceable
These different components of a contract are the foundation of all of contract law. If you want to argue a contract was not valid you need to prove which of these components or elements are missing from the deal. Having a written business contract is the easiest way to make sure you have a deal that is not only technically enforceable, but also practically enforceable. A written contract makes it much easier to prove the deal contained a valid offer, acceptance, consideration, agreement, and is enforceable by law.
Express and Implied Contracts
There are two major types of contracts, expressed contracts and implied contracts.
You have an express contract when an offer and acceptance are made expressly in words. Express contracts can be oral or written. When most people think of contracts they are thinking of express contracts. One side proposes a deal and the other side agrees. Sometimes there is a period of negotiation and counteroffers first. But, if there is a clear statement of an offer and a clear statement of an acceptance the contract is an express contract.
Implied contracts are usually not specifically written down, although there may be some written evidence of an implied contract. An implied contract is made when the offer and acceptance are not made through words, but are made through actions or performance. If you take your car to a mechanic and the mechanic begins to start fixing your car, and you know the mechanic charges money for the service of fixing your car, you have entered into an implied contract. The mechanic does not have to say I will fix your car for a set fee and you do not have to say you accept the mechanic’s offer. Both the offer and the acceptance are implied through our actions and the actions of the mechanic.
Implied contracts can also happen as part of the regular course of business. If a business sends out a standard shipment to a customer each month and the customer pays the same amount, and there is no conversation or paperwork, there is still an implied contract. The customer would not be able to claim they thought the shipment in the seventh month was a gift because there was no contract. The parties would be bound by the terms of the implied contract. The customer would have to pay for the goods received.
How Do You Know if You Have a Valid Contract?
The point of a contract is to have a legally enforceable agreement. The knowledge that a court is ready to enforce the provisions of a contract or order damages for the breach of a contract is what makes contracts valuable and is what allows business between strangers to happen so freely in our society. But, the system only works for contracts that are legally valid.
The major reasons a contract would be found invalid are:
- Lack of one of the core components of a contract
- The agreement had an illegal purpose
- One of the sides was not able to consent
- One of the sides was coerced into consenting to the deal
- The law required the contract to be in a particular form
The easiest way to make sure you have a valid contract is involve an experienced Florida contract lawyer as early in the process as possible. A contract lawyer will be able to make sure all of the components of a valid contract are present and the contract is in the right form. For example, real estate contracts not only have to be in writing, but they also have to meet other legal requirements to be enforceable. A lawyer will be able to make sure any agreement is in compliance with the state statutes and case law.
A contract lawyer can also help make sure that there are no issues of illegal purpose, lack of ability to consent, or presence of coercion in the contract process. Most of the time the real issue will not be the validity of the contract, but the wisdom of the different contractual provisions. You will want to make sure that your interests are protected in the event the other side breaches the contract or accuses you of breaching the contract.
The job of a contract lawyer is to help you enter into contracts that move your business forward and that don’t put you in a poor legal position down the road.