Business Contracts & Transactions Attorney — California
A well-drafted commercial agreement is risk allocation in advance. The clauses that decide outcomes — indemnity, limitation of liability, termination, dispute resolution — are usually the ones negotiated last and read least.
What contracts must be in writing under California law?
Under the statute of frauds in Civil Code section 1624, agreements that must be in writing include contracts that cannot be performed within one year, agreements for the sale of real property or an interest in it, leases longer than one year, guaranties of another's debt, and certain commission agreements. The Commercial Code separately requires writings for sales of goods of $500 or more.
Commercial Agreements and Deal Documentation
Commercial contracts fail predictably. Scope is described in terms that made sense to the people negotiating and to no one else afterward. Termination requires cause without defining it. Indemnity is mutual in form but asymmetric in effect. The limitation of liability caps the wrong party's exposure. Dispute resolution points to a forum neither party would choose. None of these are exotic drafting problems, and all of them are cheaper to fix before signature.
Transactions add a second dimension. An asset purchase and a stock purchase transfer very different liabilities, and the choice drives the representations, the indemnity structure, the escrow or holdback, and the consents required from landlords, lenders, and counterparties. Assignment provisions in existing contracts and leases routinely dictate deal structure, and they need to be reviewed before the letter of intent, not after.
The firm drafts and negotiates these agreements as part of the business practice, coordinating with due diligence on the buy side and preparing the disclosure schedules on the sell side. Where a deal fails or a contract is breached, the same team handles enforcement.
330 North Brand Boulevard, Suite 1280
Glendale, California 91203
Los Angeles County Superior Court, including the Glendale and Stanley Mosk courthouses.
Formation, contracts, governance, transactions, and litigation for closely held California companies.
Transaction Matters We Handle
For California companies buying, selling, supplying, distributing, and settling.
Commercial Agreements
Master services, supply, distribution, licensing, manufacturing, and consulting agreements, with attention to scope, term, and remedies.
Asset & Stock Purchases
Purchase agreements, representations and warranties, indemnity caps and baskets, escrow and holdback terms, and closing conditions.
Indemnity & Liability Limits
Indemnity scope and procedure, limitation of liability, consequential damages waivers, and insurance requirements that back the allocation.
Loan & Security Documents
Promissory notes, guaranties, security agreements, UCC filings, and intercreditor and subordination arrangements.
Settlement Agreements
Releases, payment terms and security, confidentiality, non-disparagement, and stipulated judgments enforceable under Code of Civil Procedure section 664.6.
Consents & Assignments
Landlord, lender, and counterparty consents, change of control provisions, and the assignment mechanics a transaction depends on.
Transactions That Reach Our Office
Composite examples drawn from the kinds of matters this practice handles. They illustrate common fact patterns and are not descriptions of specific client cases or predictions of any result.
The Lease That Blocked the Sale
A business sale is agreed and then stalls because the premises lease prohibits assignment without landlord consent, and the landlord uses the leverage to demand a rent increase. Reviewing the lease before the LOI would have priced that in.
The Indemnity With No Cap
A supplier signs a customer's form agreement containing an uncapped indemnity and a broad additional insured requirement. A single product claim then exceeds the entire value of the relationship.
The Settlement Without Security
A dispute settles for installment payments with no stipulated judgment and no security. The payer defaults after two installments and the creditor must sue again on the settlement.
When to Involve Transaction Counsel
- You have been asked to sign a counterparty's standard form agreement.
- A transaction involves the sale or purchase of a business or its assets.
- An agreement contains indemnity, guaranty, or personal liability provisions.
- A deal requires consent from a landlord, lender, or key counterparty.
- You are settling a dispute and need the payment obligation secured.
- A contract auto-renews and you want to change or exit it.
What to Do First
Identify the real risk
Most negotiation energy goes to price. The larger exposure usually sits in indemnity, liability limits, and termination. Name the risk before marking up the draft.
Check consents early
Landlord, lender, and contract counterparty consents are the most common cause of delayed closings. Identify them at term sheet stage.
Secure payment obligations
Installment payments in a settlement or purchase should be backed by a stipulated judgment, security interest, or guaranty. Unsecured promises are litigated twice.
Business Contracts & Transactions — Questions California Clients Ask
What California businesses ask about commercial agreements, purchases, and settlements.
What should every business contract include?
A well-drafted business contract should clearly identify the parties, describe the scope of services or goods, specify price and payment terms, define performance timelines, allocate risk through indemnification and limitation of liability clauses, include dispute resolution provisions, and specify the governing law and venue for any disputes.
What is a limitation of liability clause and should I accept one?
A limitation of liability clause caps the amount one party can recover from the other in the event of a breach or other claim. Whether to accept one depends on the relative bargaining power, the nature of the transaction, and what risks are being limited. An attorney can evaluate whether a proposed cap is reasonable given the transaction's value and risk profile.
What is an indemnification clause?
An indemnification clause requires one party to protect the other from specified losses, claims, or liabilities arising from defined circumstances. Indemnification provisions can shift significant financial risk between contracting parties and must be drafted carefully to clearly define what is and is not covered.
What is a force majeure clause and when does it apply?
A force majeure clause excuses a party's performance when an unforeseeable event outside its control — such as a natural disaster, war, or government order — makes performance impossible or impractical. The scope of force majeure protection depends entirely on how the clause is drafted; vague clauses often generate disputes.
What is a non-compete agreement and is it enforceable in California?
California strongly disfavors non-compete agreements between employers and employees and generally refuses to enforce them. Business sale non-competes and certain partnership or LLC agreements may be enforceable in narrower circumstances. If you have received or are being asked to sign a non-compete, consult an attorney before acting.
What is the difference between a representation and a warranty in a contract?
A representation is a statement of fact made to induce the other party to enter the contract. A warranty is a promise that a fact is true and will remain true for a specified period. Breach of a representation or warranty typically gives rise to damages and, in some cases, allows the aggrieved party to rescind the contract.
What is a letter of intent (LOI) and is it binding?
A letter of intent outlines the key terms of a proposed business transaction before a formal agreement is finalized. Whether an LOI is binding depends on its language — some LOIs are entirely non-binding, while others bind the parties to specific obligations like exclusivity or confidentiality. An attorney should review any LOI before you sign.
What is the parol evidence rule and how does it affect contract disputes?
The parol evidence rule generally prevents parties from using extrinsic evidence — such as prior negotiations or oral understandings — to contradict the terms of a final, integrated written contract. This reinforces the importance of ensuring all agreed terms are clearly documented in the written agreement before it is signed.
Local Representation
Transactions involving Los Angeles County businesses and property involve local consents, recording, and courts.
Talk to a Business Attorney
Send the agreement before signing. Negotiating a clause costs a fraction of litigating it.