Drafting Contracts

I have seen and represented countless people in business together who had bright ideas, powerful talent and vision, and a natural knack for working together that should have served them well for decades, in court against one another after a year or two (or ten) because they entered into a contract that was poorly drafted and did not contemplate all the little things that could go wrong.

Being on the litigation end of contract disputes affords a bird’s-eye view of contract negotiation, formation, and how best to draft a contract with things like modification, arbitration, timing, duties, rights and responsibilities, and breach of contract in mind. I have brought all that experience to the wide range of transactional documents I have drafted and negotiated with individuals, businesses, and real estate owners and landlords over the years.

Governance agreements (such as operating agreements for LLCs and bylaws for corporations) are crucial documents underpinning the fate of a commercial entity. If they are not drafted with an intricate, experienced, and finely tuned eye to the financial, functional, and regulatory mechanisms and rules needed to inform such an instrument, the relationship can be rent apart by events the parties might well deem improbable but are decidedly not.

In a Delaware LLC, for instance, director voting/veto rights in VC financing and right-to-inspect provisions are just two areas that can be potential landmines if not queried in advance and carefully crafted to fairly reflect the intents of the parties.

I also have extensive experience drafting independent contractor and service agreements in a broad spectrum of applications, including key provisions to protect against workers’ compensation claims for employers and to assist independent contractors and subcontractors working for general contractors.