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The Statute of Frauds in New York – Get a Written Contract
If you’re looking for a New York contract attorney, chances are that you are at least vaguely aware of the value of a written contract over an oral contract.
It is worth noting that – in New York, like other states – written contracts are not strictly necessary except under certain statutorily-prescribed circumstances.
Even in situations where a written contract is not a pre-requisite to legal enforcement of a negotiated agreement, comprehensive written contracts are the “gold standard” and encouraged by the legal community at-large. In almost every applicable circumstance, having the details of a transaction available in written form is beneficial to both parties.
Written contracts help to promote a better understanding of the contract terms prior to execution, ensure that there is intrinsic evidence of the agreement reached in the event of a breach of contract by one of the parties, and – if drafted correctly – prevent extrinsic evidence from influencing the shared interpretation of the contract.
In the event of a dispute between contracting parties, having the agreement in writing can prevent further injustice later on in the process.
Suppose, for example, that you have orally agreed to provide renovation services to a property. The oral agreement was such that it was expected that the timeline was expected to be (at most) two months. You provide the agreed upon services for a month. The owner of the property asserts that the oral agreement implied a timeline of only a few weeks. If you litigate the case, it can be difficult to prove who has the correct interpretation of the agreement, as there is no intrinsic evidence as to the terms of the agreement. The court will have to investigate extrinsic evidence, such as recorded communications, witness testimony, and other related evidence.
Oral agreements give a potential space to certain parties to engage in “bad behavior” without legal repercussion.
Statute of Frauds
The Statute of Frauds is an umbrella term for regulation that addresses the enforceability of various oral agreements. Essentially, the Statute of Frauds defines the boundaries for what constitutes an enforceable oral agreement, and what circumstances require a written agreement.
In New York, the Statute of Frauds requires (by law) that certain agreements be written in order to be enforceable: a) all real estate agreements, including sale and rental agreements; b) debt payment agreements; c) sale of goods contracts involving goods worth over $500; d) contracts involving the provision of services that will take at least a year to fully perform; and e) significant loan and credit agreements, among others.
If a contract is governed by the Statute of Frauds, you will be unable to legally enforce its terms unless it is in written form.
Some contracting parties will write a contract and execute it, but without the aid of a qualified contract attorney. Though it is certainly possible to execute a written agreement without an attorney, it is not recommended. A written contract must provide for all the material (read: essential) terms of the agreement and properly represent the intent of all involved parties. The best contract attorneys in NYC will not only ensure that all the material requirements for a valid contract are met, but will assist you with understanding the terms of the agreement and advise on certain advantageous provisions that could be included for your benefit.
The factual circumstances surrounding certain contracts may render them voidable, which can be a very good thing or a very bad thing, depending on your position in relation to the contract.
A voidable contract is one in which a party is empowered to invalidate the contract at-will. For example, suppose that you agree to sell a pallet of goods to an independent businessman. It turns out that the businessman is a legal minor. The contract is voidable by the minor businessman. At any point, the minor may invalidate the contract and end it without repercussion.
It is generally recommended that you only execute serious contracts with the aid of an attorney. With the aid of a New York contract attorney, you can identify potentially voidable contracts and – if necessary – structure the contract to better protect yourself.
Under New York law, there are a number of legal exceptions that create a voidable contract. The following is a non-exhaustive list.
Legal minors technically lack the capacity to enter into a contract. As such, contracts involving a legal minor are voidable by the minor. This is meant to protect the minor from potentially manipulative or oppressive contract terms. Should a contract be perceived to take advantage of a minor, they are fully within their rights to invalidate the contract and end it prematurely.
If a minor chooses not to void their contract, then turns 18 years old while the contract is still ongoing, they may no longer void the contract. The contract is only voidable while they are a legal minor.
Mentally incompetent or incapacitated persons are also empowered by New York law to void their contracts at-will. What constitutes a mentally incompetent person can be a complicated question, but generally speaking, if one party lacks the mental capacity to understand the intent/terms of the agreement, then they are likely to be found mentally incompetent for the purposes of rendering the agreement voidable.
Significant mutual and unilateral mistakes may render an agreement voidable – for situations involving mutual mistakes, both parties may void the contract, and for unilateral mistakes, the party “negatively” affected by the mistake may void the contract. Mistakes render a contract merely voidable (and not absolutely invalid) because sometimes, the contracting parties will find the result, though mistaken, perfectly reasonable given the circumstances.
For example, suppose that two parties enter into a contract for the delivery of goods. The contract required that the goods be delivered in one week. A mistake was made regarding the writing of the contracts, however. The delivery party was given a draft version of the contract that stated the delivery was to be made in two weeks’ time. Though the contract could be voided by either party, both parties may decide to adhere to the agreement anyways, as it may be mutually beneficial to continue at this late juncture.
Hiring an Excellent Contract Attorney
It can be overwhelming trying to find a great contract attorney in New York, given the wealth of options available. You don’t want to end up saddled with an attorney who is distant from their clients, lacking up-to-date knowledge, or who otherwise provides subpar services. Fortunately, the UpCounsel platform helps potential clients filter through and compare listings of New York contract attorneys.
So, what should you keep on the lookout for as you browse the UpCounsel platform for a contract attorney? What qualities do the best NYC contract attorneys have that make them special?
Willingness to Particularize
You’ll find that many subpar contract attorneys provide the equivalent of “boilerplate” drafting of contracts. Essentially, the attorney may charge you the equivalent of hours of work, when – in reality – they are simply recycling the bulk of the contract from prior client engagements. There is nothing necessarily wrong with provision reuse, but extensive initial use of boilerplate language can indicate an unwillingness on the attorney’s part to customize the agreement and consider the most advantageous provisions.
For example, a more customized dispute resolution provision may be beneficial to you, but if your attorney does not want to spend more time and effort to draft a specific, customized provision, then they may not make such alternative known to you.
When you are dealing with complex contracts, it’s important that you work with an attorney who shows a willingness to provide a unique service to each of his or her clients. Boilerplate language is fine in moderation, but try to avoid attorneys who rely too heavily on it.
Engaged and Client-oriented
Many attorneys can be distant from their clients and may setup administrative barriers to prevent regular client engagement. It is unfortunately common in the legal world for clients to spend weeks attempting to contact their attorney, only to have their attempts consistently rebuffed by a secretary or paralegal. Similarly, emails and calls may not be returned.
Though attorneys carry the burden of balancing their work with client communication, many go too far in distancing themselves from client concerns. If you are an engaged client who prefers transparency in the attorney-client relationship, seek out an attorney who is willing to provide such services. The best way to vet an attorney for these qualities is by investigating their ratings on UpCounsel. An attorney with positive ratings and reviews, and with lots of repeat clients, is likely to prioritize client engagement.
Provides Advisory Services
Though contract attorneys are often hired for drafting purposes, the best contract attorneys provide substantial advisory services. As a layperson, you may not be fully aware of the possibilities available to you when drafting a contract. Your attorney should not simply accept your requests and draft the contract as-is. A successful attorney-client relationship involves a bit of back-and-forth. Your attorney should understand your needs and play an advisory role, recommending certain advantageous contract provisions when available (and warning you when appropriate).
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Legal Services Offered by Our On-Demand New York Contract Attorneys
The New York contract attorneys & lawyers on UpCounsel are dedicated to helping businesses save time, money, and peace of mind with contract drafting and review, negotiations, litigation support, discovery, commercial business transactions, and more.
Our independent contract attorneys are available on-demand to provide contract legal services for businesses or to support your in-house general counsel to help lighten the load for transactional matters or litigation support.
Although the work of the New York contract attorneys found on UpCounsel often varies they are highly experienced in legal contract activities such as commercial contract negotiations, document review in response to document subpoenas, request for production of documents, legal research, draft legal briefs, along with providing a full range of other contract legal services to businesses of any size.
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- 7 min read
Updated July 6, 2020:
A Guide on How to Open a Food Truck in California
With lower overhead costs and greater mobility, a food truck can be an exciting opportunity for budding entrepreneurs. However, you must comply with the licensing procedures and food-service laws of each location in which you will be operating. These laws and regulations can vary between locations, so remember to research your local laws. This guide sets forth the necessary steps for starting a food truck in California.
1. Create a business plan
Given the unique challenges of a food tr
- 7 min read
Burn Rate: What Is It?
Burn rate is how quickly a company spends its cash reserves before it generates positive cash flow. This rate is tracked each month, so if the burn rate for a company is $50,000, it means that the company is spending $50,000 each month.
The two types of burn rates are gross burn and net burn. Gross burn includes all of the money a company spends in a given month in order to run the business. Net burn is the amount of money that the company loses.
Let's say that a small startup spends the following every month:
- $6,000 for office space/rent
- $18,000 for employee salaries and benefits
- $2,000 on server costs
- $1,500 on miscellaneous
That means that each month, the company's gross burn rate is $27,500. However, if the company is producing some income, you can subtract that amount to get the net burn. So if the company earns $15,000 in the month, the net burn rate is $12,500.
- 4 min read
Double Taxation: What Is It?
Double taxation is when income or profits are taxed twice. It is usually used in reference to when income taxes are paid twice. This may happen when profit is taxed on the corporate level and then again as income on the personal level. Although this situation can appear unfair, it arises because a corporation is considered a separate legal entity from its shareholders.
There are some who argue that double taxation is necessary to prevent wealthy individuals from avoiding taxes by paying their salaries via company dividends received from owning stock. Others argue that since the US corporate income rate is 39.1 percent, the highest in the developed world, double taxation stifles investment and provides incentives for corporations t
- 13 min read
What are Term Sheets?
A term sheet is a document presented to a company by an angel investor or venture capital investor who is considering an investment in your company. The terms stated in the term sheet are typically non-binding. In this sense, a term sheet is similar to a letter of intent. The term sheet provides a blueprint of the proposed investment, containing specific information regarding the conditions that the investor would expect the company to abide by in the event of the investor’s capital investment. Term sheets are often likened to a prenuptial agreement in a marriage.
Understanding the Parts of a Term Sheet
Term sheets typically contain a great deal of important information, set out in three specific sections:
- 8 min read
In financial terms, pro-rata rights allow an investor to maintain their portion of ownership in a company when the company takes on new investors.
Company Valuation and Pro-Rata Rights
It is important to understand the role that the valuation of your business has on pro-rata rights for other investors. This is important because the angel or venture capital investor dilutes the shares of other owners. Other owners in early-stage businesses are typically the owner (or owners) and friends and family members. Initially your company may look like this:
- Owners/Founders - 50 percent equity each
- Friend and family investors – each owner/founder surrenders 5 percent and 10 percent is given to friends and family (founders/co-owners now have 45 percent each)
At this point, you will typically have registered your company with stock to ensure you can actually issue stock to family or friends who invest in the company. As p