Contracts are the lifeblood of any business or transaction. At Snook Law, we draft numerous types of contracts for any type of business or transaction. We will also review any contract to determine if it is a legally enforceable agreement, if a breach has occurred, and all possible defenses and potential remedies. We carefully draft contracts to avoid breaches and misinterpretation of essential terms and provisions, to minimize liability, and suggest alternative resolution in case of disputes.
certain terms are made that another party accepts, rejects, or makes a counteroffer.
this is a desire to agree to and abide by the terms as set forth in the offer.
there must be an exchange for the offer, usually compensation for services rendered or for the offered product. Consideration is an obligation to perform some task that a person is not otherwise obligated to perform.
Breach of Contract
When one party fails or refuses to perform an obligation, they may be in breach of the contract. A breach occurs when a party:
Also, each partner is considered to be self-employed and pays self-employment taxes that is included on each partner’s 1040 form. Of course, the partnership can have employees for whom it must pay withholding and reporting of various taxes such as FICA, workers’ compensation, Social Security, and Medicare.
Fails to pay for the goods or services
Fails to timely provide the goods or services
Breaches an implied or express warranty
The goods or services provided are defective
Party performs a task or engages in conduct prohibited under the agreement (NDA, non-compete, unlawful conduct, violation of company policy)
However, there may be a valid reason for the failure to perform.
Defenses to Breach of Contract
Statute of limitations
too much time has passed since the claim arose and a claim is statutorily barred
the purpose of the agreement was unlawful
Misrepresentation or fraud
you were fraudulently induced to enter into the agreement
there was no real agreement to begin with
performance is no longer possible due to an external factor
Frustration of purpose
you must not have caused the frustration
applicable if the other party knew of the mistake but neglected to correct it
a party lacked the capacity to enter into the contract due to age or mental incompetence
you entered into the contract under threat
Statute of frauds
some contracts must be in writing and signed, such as those for land, marriage, or contracts not to be performed within one year
We will explore all possible defenses and explain how they may or may not apply to your case.
Remedies for Breach
Remedies for a breach depend on the nature of the contract and the damages sustained by the non-breaching party:
Money damages—there are compensatory damages for what was actually lost such as profits, along with consequential (foreseeable damages) and incidental damages (expenses incurred). Liquidated damages may be in a contract that specifically sets an amount or method of determining them, but this must be drafted carefully.
Reformation—certain terms are changed so as to enable compliance
Specific performance—the breaching party must perform its obligations such as selling the property to the other party per the contractual terms
Rescission—the contract is cancelled as if it never existed
In many cases, A Snook Law attorney can negotiate with the other party to facilitate compliance or to explain why the contract cannot be enforced or complied with as it stands. If necessary, we will litigate the issues to a successful resolution. Post-trial, a Snook Law attorney can handle any appellate filings, or work to collect on a judgement. Call Snook Law for all of your contract needs or issues.