contract-litigationIn today’s business world, contracts are central to defining a company’s expectations, obligations, entitlements, and relationships with others. Contracts, whether oral, written, or implied, often detail business agreements and relationships, including those with customers or clients, employees, suppliers, distributors, vendors, investors, lenders, and even competing businesses.

When the terms of a contract are violated or under dispute, a business’s interest can be significantly threatened. Whether attempting to enforce a contract or handling cases of contract breach or interpretation, a business can find itself in a compromised position where its interests are at stake. If you are involved in a contract dispute, it’s wise to seek an attorney who can evaluate your case to determine your best course of action.

Please contact the qualified and experienced contract litigation attorneys at Oshman &Mirisola for a no-cost obligation-free evaluation of your case. No matter where you are in a contract dispute, an attorney can look out for your best interest and ensure that your legal rights are protected.

What is a Contract?

A contract is a formalized agreement between two or more parties with regards to a specific subject. Contracts can be used to solidify numerous types of business-related matters, including, but not limited to:

  • Terms of employment
  • Employee benefits (see ERISA litigation for more information)
  • Independent contractor relationships
  • Dispute settlement
  • Ownership of intellection property
  • Non-competition and non-disclosure arrangements
  • The sale of goods, property, intangible assets, or real estate

What are the Elements of an Enforceable Contract?

For a contract to be considered enforceable by law and, thus be upheld in contract litigation, the contract must usually involve the following:

Mutual Consent—A “Meeting of the Minds”

To be considered valid and enforceable, a contract must involve mutual understanding of the contract terms by all parties involved.

Offer and Acceptance

A valid contract must involve an offer from one party to another party that accepts that offer.  For example, an employer offers health insurance that involves a monthly premium payment of $100 and the employer accepts that offer.

Counter-offers are not considered an acceptance, but rather a rejection, of contractual terms.  For example, if a property buyer offers to pay $100,000 for a condo and the seller counter-offers by asking for $150,000, a valid contract involving the sale of this property has not been established.

Mutual Consideration (i.e. the mutual exchange of something with value)

For a contract to be valid, the involved parties must exchange something of value.  For example, in the case of property sales, the seller receives the money and the buyer receives property.

Note that the validity of mutual consideration may be challenged on the basis of (1) it is erroneous (e.g. one party offers to another what it was already obligated to provide) or (2) there was a failure of consideration (e.g. the received consideration was essentially worthless).  However, these conditions may not automatically allow a party to escape the contractual agreement resulting from bad negotiation.

For example, if the seller of a property agrees to sell their property for $150,000 and later gets an offer of $200,000, the seller cannot go back on the original agreement on the basis that the property was really worth more than he originally agreed to accept.

Performance or Delivery

For a contract to be valid and enforceable, the action detailed in the contract must be completed.  For example, if the seller agrees to sell his property for $150,000, s/he must actually deliver by handing over the property to the buyer.  Likewise, the buyer must actually give the $150,000 to the seller.

In addition to the four elements described above, the following factors may be involved in the enforceability of a contract:In most cases of “breach of contract” litigation, the plaintiff will claim they performed all the above duties of the contract, while the other party failed to perform in one or more of these areas, in terms of obligations and duties.  For example, a claimant may argue that they provided something of value (i.e. the condo), accepted an offer of $150,000 and gave over the property to the buyer, but that the buyer failed to pay the full $150,000.

  • Good faith:  Within all contracts is the implicit term that all parties are acting in good faith.  If a party to a contract fails to act in good faith, contract litigation can help the injured party to obtain compensation for the resulting losses.

For example, if a seller of a “mustang” knows the buyer thinks he is buying a car but the seller really intends to provide a horse, the seller is not acting in good faith.

  • Oral contracts: While oral contracts may be honored in some situations (e.g. both parties admit to the existence of oral contract terms), it is often very difficult to prove the existence of such a contract.  For this reason, it is always a good idea to get contractual agreements on paper.
  • Violation of Public Policy: For a contract to be valid, it must not violate public policy.  For example, a contract involving the sale of illicit materials (e.g. drugs, bootleg DVDs, illegal weapons) it cannot be upheld in a contract litigation case.

How to Avoid Contract Disputes

No party to a contract wishes to enter contract disputes, which are often costly and time consuming.  Fortunately, actions can be taken to minimize the likelihood of contract disputes.  The following are a few ways that experts recommend to avoid contract disputes.

Interpreting Contractual Terms

Countless contract litigation cases involve misinterpretation of the contract’s terms. For example, one or more parties may misinterpret work specifications or schedules.  Likewise, design or performance specifications may be vague or interpreted differently by involved parties.

To avoid contract disputes over misinterpretation of the terms, parties should look for areas of the contract that may be weak, unrealistic or unclear and ensure that the other party/parties fully understand, accept and can meet these terms. Similarly, it is wise to clarify the language of the contract and ensure that all language is understood.  For example, one would want to look for language that opens a loophole or an additional contract provision that may be easily overlooked.

Work Instructions

Work instructions are another common source of contract disputes. Contractors and clients often disagree over the entitlements provided to the contractor, such as adjustments made to the price or work schedule.  Moreover, a client may claim that a contractor violated the contractor due to misinterpretation of the contract or authorization of work from a third party.

To avoid work instruction-related contract litigation, a contractor should submit requests for any amendments to work schedule, pay, work terms, or other stipulations. These requests often take the form of a “request for equitable adjustment” or REA.

Defaults and Waivers

Another potential source of contract litigation is a customer’s claim that a contractor has defaulted in performing specific terms that the contractor claims were waived by the client.

To avoid this problematic scenario, a contractor who wants to establish a waiver should have the customer confirm in writing that a specific obligation is not required and that the contractor may continue to perform their duties with reliance on these waived terms.

While these ways of avoiding contract disputes may be relevant and useful with certain types of contract negotiations, for others these may not apply. To learn more about how to avoid a contract dispute, you may wish to contact a qualified attorney who can advise you of your legal interests.

Contract Litigation and Your Legal Rights

If you have been treated unfairly or have suffered losses as a result of a breach of contract, you may be able to seek compensation for your financial losses and prevent additional losses through contract litigation. At the very least, it can be tremendously helpful to learn about your legal rights and options in this type of situation so that you can determine the best way to protect your interests.

Our qualified attorneys can represent you in cases involving a contract disputes arising in myriad contexts, including but not limited to:

  • Breach of contract
  • Commercial disputes
  • Intellectual property
  • Real estate contracts
  • Corporate Shareholder issues
  • Franchise disputes
  • Non-compete and non-disclosure contracts
  • Insurance matters
  • And more.

To learn more about your legal rights and options involving contract disagreements, please contact our qualified attorneys who can evaluate your case and determine the best way to protect your interests in a contract litigation case.

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