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The DeWitt Law Firm guides its clients beginning with the negotiation stage of a commercial transaction through its execution and post execution stages. We can help beginning with the formation of business entities through advising our clients on the many aspects of commercial transactions.
There are many aspects to the purchase or sale of a business. If you are a buyer, you want to make sure that the business is going to be profitable, that it is worth what you are paying for it, that its books and records are correct and complete, that all employee and payroll taxes have been paid, that all vendors’ payments are current, that the business has no unknown debts, and that the lease can be assigned. There may also be other concerns that you have. For example, you may want the seller to sign a non-compete agreement. You should discuss all of your concerns with your attorney. The contract for purchase and sale should address these concerns and should contain representations that if found to be untrue could form the basis of a subsequent lawsuit.
If you are a seller, you want to protect yourself as much as possible from a subsequent lawsuit. You may want the contract to have a provisions that says that the buyer is not relying on any representations made by you and has had an opportunity to conduct a full and complete due diligence of the business. You may also want a waiver or hold harmless provision. Again, you should work with an attorney to structure to contract to your benefit.
There are also different ways to purchase a business. If it is a corporation, for example, you could purchase its stock or you could purchase its assets. Again, a consult with your attorney and also perhaps with your accountant is advisable.
Businesses often sell real or personal property. Real property is real estate. Personal property consists of the tangible assets of the business, like computers, desks, etc. Whenever you purchase either real or personal property, you should make sure there are no liens or encumbrances that could attach to the property you are purchasing. With personal property, you should always obtain a bill of sale.
If you are selling real or personal property, you must have clear title to the property you are selling. If you don’t then you must disclose to the buyer the precise nature of the interest you are selling. Otherwise you leave yourself open to a lawsuit down the road.
This is an area where many people are likely to be lax. Services are often exchanged based on a handshake or gentleman’s agreement. However, if there is nothing in writing, then there is nothing to document the parties’ understanding and nothing to refer to should a dispute arise. This, even the sale or exchange of services should be in writing.
One of the most important things that a person or business can do to protect themselves from future disputes is to have an attorney review all contracts before they are used or signed. Contracts include all agreements such as leases, buy-sell agreements, franchise agreements, purchase agreements, construction contracts, employment agreements, non-compete agreements and all other agreements that contain a promise to perform, to refrain from performing or to pay money. Small changes in contract language can make big differences when disputes arise. The cost of a contract review can save you much money and aggravation should a future dispute arise.
DeWitt Law Firm, P.A. has experience in contract review as well as in commercial litigation; this means that we can assess the terms of your contract with an eye to potential areas of conflict. The number of contracts we have drafted, reviewed and litigated allows us to review your contract knowing the many potential problem areas. We are also familiar with how the courts have interpreted various contract provisions in the State of Florida and can advise you of the meaning of these types of clauses. We can also advise you of clauses that are particularly important for you to have in your contracts if you are a business.
The adage that “an ounce of prevention is worth a pound of cure” is particularly applicable to contract reviews. Please have an attorney review all contracts before you use or sign them.
Entity Formation/Corporation and LLC Formation
The DeWitt Law Firm P.A. helps its clients decide of the proper business entity for their circumstances and then works with them to form that entity.
The most common types of business entities include:
If you are in business for and with yourself, then you are considered a sole proprietor, unless you have formed a different type of business entity. The DeWitt Law Firm can help you to comply with the specific legal requirements applicable to sole proprietors.
There are two major types of corporations; the C and the sub s corporation. The primary difference between these two types of corporations is the tax implications. From a legal standpoint, they each provide a form of corporate veil and can help protect some business owners from personal liability depending on the type of business and liability involved. Corporations with more than one shareholder should have buy-sell agreements. Please ask us to discuss the formation of a corporation with you in more detail if you are interested in learning more by clicking on the link below.
A partnership is composed of two or more individuals or entities that desire to come together for a specific business purpose. It is important that all partnerships have partnership agreements that define the rights and responsibilities of the partners in the partnership. The DeWitt Law Firm prepares these and other necessary partnership documents for its clients.
A limited liability company or an LLC is also sometimes referred to as a limited liability corporation. An LLC is a form of business ownership which is a hybrid combining several features of corporation and partnership structure. Its owners are called members not partners or shareholders. The number of members is unlimited and members may be individuals, corporations, or other LLCs.
The Purchase or Sale Agreement, also known as the Contract, governs the terms of a real estate transaction or corporate purchase between the parties. It is therefore a very important document in determining the legal rights and obligations of the parties. Whether you are a buyer or a seller, you should have an attorney review your Purchase and Sale Agreement before you sign it.
If you have any questions regarding the interpretation of a contract after you have signed it, you should consult an attorney for advice regarding your concerns. A consultation may help prevent more serious problems in the future. However, should you face a more serious dispute that involves real estate litigation or issues relating to the contract you have signed, The DeWitt Law Firm can help you address these issues through either the dispute resolution process or in the courts.
The attorneys at the DeWitt Law Firm, P.A. have a great deal of experience reviewing contracts and can advise you regarding the provisions that are particularly applicable to your situation.