Gehres Law Group, P.C. employs some of the best contract attorneys in San Diego. Our highly rated commercial and civil litigation attorneys provide our clients with quality representation when contractual disputes arise. Below is a sample of the types of agreements our contract attorneys are experienced at negotiating, drafting, reviewing, and litigating:
Business and Commercial Contracts
- Indemnity Agreement
- Operating Agreement
- Covenant Not to Sue
- Settlement Agreement
- License Agreement
- Service Agreement
- Purchase Agreement
- Assignment of Contract
- Franchise Agreement
- Royalty Agreement
- Loan Agreement
- Promissory Note
- Stock Purchase Agreement
- Partnership Agreement
- Joint Venture Agreement
- Guarantee Agreement
- Security Agreement
- Employment Agreement
- Partner Non-compete Agreement
- Independent Contractor Agreement
- Stock Option Agreement
- Consulting Agreement
- Distributor Agreement
- Sales Commission Agreement
- Confidentiality Agreement
- Nondisclosure Agreement
- Employment Separation Agreement
- Sales Agreements for Goods or Services
- Warranty Agreements
- Limited Warranty
- Security Agreement
- Real Property Lease
- Equipment Lease
Contract law is an area of law which is universal in that every small business will engage in transactions which are governed by contract law, most on a daily basis. It is also a highly regulated area of law, with volumes of statutes and court opinions governing the outcome of any given situation. However, there are some basic contract principles which small business owners should be familiar with in operating their company.
One such principle is that contracts may be either express (written or oral) or implied by law, which means state law will lead to a conclusion that a contract was formed based on the conduct of the parties. See Calif. Civil Code §§1619-1621. In addition, to enforce a contract or seek damages based on a breach of contract theory of law, a small business owner must prove the following elements to a trier of fact:
1) The parties entered into a contract. This element requires that the business owner produce evidence that there was an offer, an acceptance of that offer, and consideration given by both parties. Consideration requires that each party must have given up something of value;
2) The business owner performed their obligations set out in the contract or was excused from performing their obligations by the opposing party’s malfeasance;
3) The opposing party refused or failed to perform at least one material term of the contract;
4) The opposing party’s failure to perform was the proximate and actual cause of the injury to the business owner.
See Calif. Civil Jury Instructions (CACI) §§ 302, 307.
While many oral contracts are enforceable, California law does require that certain agreements be reduced to a writing before a court may enforce them. Pursuant to the California Civil Code §1624(a), the following contracts are invalid, unless they, or some note or memorandum thereof, are in writing and subscribed by the party to be charged or by the party’s agent:
(1) An agreement that by its terms is not to be performed within a
year from the making thereof.
(2) A special promise to answer for the debt, default, or miscarriage
of another, except in the cases provided for in Section 2794.
(3) An agreement for the leasing for a longer period than one year,
or for the sale of real property, or of an interest therein; such an
agreement, if made by an agent of the party sought to be
charged, is invalid, unless the authority of the agent is in writing,
subscribed by the party sought to be charged.
(4) An agreement authorizing or employing an agent, broker, or any
other person to purchase or sell real estate, or to lease real
estate for a longer period than one year, or to procure, introduce,
or find a purchaser or seller of real estate or a lessee or lessor of
real estate where the lease is for a longer period than one year,
for compensation or a commission.
(5) An agreement that by its terms is not to be performed during
the lifetime of the promisor.
(6) An agreement by a purchaser of real property to pay an
indebtedness secured by a mortgage or deed of trust upon the
property purchased, unless assumption of the indebtedness by the
purchaser is specifically provided for in the conveyance of the property.
(7) A contract, promise, undertaking, or commitment to loan money
or to grant or extend credit, in an amount greater than one hundred
thousand dollars ($100,000), not primarily for personal, family, or
household purposes, made by a person engaged in the business of
lending or arranging for the lending of money or extending credit.
Therefore, if a small business owner intends to enforce an agreement which cannot be performed in less than one year, or enters an agreement for the lease of real property of more than one year, or for the purchase of real estate or an interest in real estate, an oral agreement is not sufficient.
These are a few of the basic principles governing contracts in California. The attorneys at Gehres Law Group, P.C. hope this information has been helpful and informative. If you have questions about the content of this website or would like to obtain additional information or a free evaluation, feel free to contact us anytime.
Visit our blog to read about how well-written contracts can avoid disputes.