Most people enter into transactions with the intention of fulfilling their obligations under the terms of the agreement or contract and with the expectation that the other party will do the same. Unfortunately, that does not always occur. When conflicts do arise out of a legal transaction they are typically resolved based on the documents used in the transaction. For that reason, it is imperative that anyone who enters into any type of legal transaction has all the documents involved in the transaction reviewed by an attorney prior to execution. Given our extensive negotiation experience, we have found that the utilization of one of our experienced attorneys in the negotiation process often results in deal terms that are materially more favorable.
Pay Attention, If Someone Is Asking You To Sign – It’s Important!
Although extrinsic evidence like verbal statements or ancillary agreements may be considered in a trial when a dispute arises over a legal transaction, the law strongly favors the written word. Therefore, anyone who signs a legal document of any kind should have a clear understanding of what the document says and what it purports to accomplish. Our attorneys regularly negotiate, review and revise the terms of transactional documents such as:
- Corporate Formation – selection of entity type and creation of the operation documentation is an integral component to the success of a new endeavor or the protection of the entity’s assets. Our attorneys have vast experience in helping clients determine the type and structure of complex organizational structures as well as create the necessary documents that define the inner mechanics of the entity’s management.
- Merger and Acquisition – business acquisitions and combinations are occurring at an astounding rate. Our attorneys provide strategic and innovative solutions for complicated corporate transactions and have represented sellers, buyers, investors, and venture capital firms in their various roles within the M&A arena. Whether the representation involves diligence of prospective targets, an asset sale, a merger or a stock sale, we remain prepared to provide the requisite legal assistance to assure the transaction is successfully consummated.
- Loan documents – when a loan is taken out the borrower is typically required to sign a Promissory Note. Unfortunately, borrowers who fail to have the Promissory Note reviewed ahead of time often subsequently discover that their understanding of the terms are not embodied in the agreement that was executed. Pre-execution review by our attorneys can alleviate the inevitable litigation that later ensues.
- Real estate sale documents – a typical real estate closing for a residential property includes about ten different legal documents that must be signed by the parties. A commercial real estate sale can include many more documents. Each of those documents should be reviewed for accuracy and completeness to ensure that the terms agreed upon by the parties are reflected in the documents and that all documents needed to legally transfer the property are included and are error-free.
- Lease agreements – commercial leases in particular can be extremely complex. An error in a commercial lease agreement could cost the parties thousands, even millions, of dollars down the road.
- Contracts – individuals and businesses enter into contracts every day. Some of these only involve a small amount of money but many involve valuable assets or a significant amount of money. A simple decimal out of place or an omitted word can completely change the terms of a contract. As such, pre-execution review is mandatory. Remember, if it is necessary that you affix your signature, it is highly likely the document has legal significance.
The old adage “an ounce of prevention is worth a pound of cure” applies when it comes to legal documents. At a minimum, one should always have an experienced attorney review a legal document before signing it to prevent costly disputes in the future.