Contract Lawyer in New York City.
Flat-Fee Review, Drafting, and Negotiation.

Business Contracts I Review, Draft, and Negotiate

I work with businesses and their owners across New York City, Long Island, Westchester, and the rest of New York on the agreements that run the business and the ones that end a business relationship.

• Vendor, supplier, and service agreements. Vendor, supplier, third-party provider, service, and client agreements: the documents that set your price, your payment terms, and what happens when the other side does not perform.
• Operating agreements and owner buyouts. LLC operating agreements, member buyouts and redemptions, promissory notes, releases, and the written consents that make a buyout binding on the company.
• Independent contractor, talent, and crew agreements. Consulting, freelance, production crew, and talent agreements, including the rules that decide whether someone labeled a contractor is really an employee.
• Nondisclosure agreements. Mutual and one-way NDAs, and the confidentiality terms inside larger agreements.

How Flat-Fee Contract Review Works

1. Send the contract. Email it to fabramson@abramsonlegal.com or use the form below. Tell me what you need: a review of a draft someone sent you, a new agreement drafted from scratch, or a negotiation with the other side.
2. Get a flat-fee quote within one business day. The quote states exactly what it covers. You decide whether to go forward, and nothing is billed until you do.
3. I do the work. A review comes back as a marked-up draft with a plain-English explanation of what each change protects. A new agreement is built for your deal, not a form with your name typed in. In a negotiation, I deal with the other side’s lawyer directly.
4. You sign knowing what you agreed to. If something in the final version still carries risk, I tell you before you sign, not after.

What a Contract Review Looks For

Every contract is different, but the same provisions decide most disputes.

• Payment and default. When money is due, what counts as a default, and whether you get notice and time to cure before the other side can accelerate or terminate. A default with no cure period can hang over a deal for its entire life.
• Indemnification and limits on liability. Who pays if a third party sues, whether there is a cap, and whether the obligation reaches people who never meant to take it on.
• Termination. How each side gets out, what survives, and what is owed on the way out.
• Ownership of the work. Who owns what is created under the agreement. Without clear assignment language, ownership of work a contractor creates can stay with the contractor.
• Releases and exceptions. Whether a release actually releases what you think it does, and whether an exception elsewhere in the document undoes the terms you negotiated.
• Governing law, forum, and arbitration. Which state’s law applies, where a dispute will be heard, and whether you have given up the right to go to court.

Why a Litigator Should Review Your Business Contract

Most contracts are drafted by people who never see them again. I see them again in court. My practice puts me in New York Supreme Court almost every day, and many of the disputes that come through those courtrooms start with a clause nobody read closely: a default provision with no cure period, a release with an exception that undoes it, or an indemnity that reaches further than anyone intended.

When I review a contract, I read it the way the other side’s lawyer will read it if the deal goes bad. You deal with me directly from the first read to the final signature. There is no handoff to an associate.

Independent Contractor Agreements and the Freelance Isn’t Free Act

If you hire an independent contractor who is one person, or a company made up of one person, for services worth $800 or more, New York’s Freelance Isn’t Free Act requires a written contract. The $800 threshold counts all of your contracts with that person over the preceding 120 days. N.Y. Gen. Bus. Law §§ 1410(3), 1412(1). Lawyers, licensed medical professionals, construction contractors, and certain sales representatives are excluded.

Among other things, the contract must name both parties and give their mailing addresses, itemize the services and their value, state the rate and method of pay, and set the date payment is due. The hiring party must keep the contract for at least six years. N.Y. Gen. Bus. Law § 1412(2), (3). If the contract does not set a payment date, payment is due no later than 30 days after the work is complete. N.Y. Gen. Bus. Law § 1411(1)(b).

The label on the agreement does not decide whether the worker is an employee. New Jersey, for example, presumes that anyone paid for services is an employee unless the hiring party proves all three parts of its ABC test. N.J. Stat. Ann. § 43:21-19(i)(6). If your work crosses state lines, the agreement has to account for that.

LLC Operating Agreements and Member Buyouts

New York requires the members of a limited liability company to adopt a written operating agreement, which may be signed before, at the time of, or within 90 days after the articles of organization are filed. N.Y. Ltd. Liab. Co. Law § 417(a), (c). Many small companies never adopt one, or sign a template that says nothing about what happens when a member leaves.

A buyout is where that gap shows. A clean member buyout usually needs a redemption or purchase agreement, a promissory note if the price is paid over time, a release, an assignment of any intellectual property, and a written consent of the members. Each document has to match the others, and the operating agreement has to permit what they do.

If the members are already fighting, the matter is a dispute rather than a drafting job. See my page on partnership and LLC member disputes.

What Contract Review Costs: A Flat Fee

Every contract engagement is a flat fee, set before any work starts and stated in a written engagement letter. The fee depends on the length of the document, how much of it has to be built from scratch, and whether there is a lawyer on the other side to negotiate with. You know the number before you commit. Work outside the quoted scope is quoted separately, and you approve it before it is done.

Send Me the Contract.

Tell me what you need, and email the contract to fabramson@abramsonlegal.com. You will have a flat-fee quote within one business day.

Related pages: Breach of Contract and Business Disputes  ·  Partnership and LLC Disputes  ·  Business Disputes Overview

Attorney Advertising. Prior results do not guarantee a similar outcome. The information on this page is general and is not legal advice. Consult an attorney about the specific facts of your matter. Law Office of Frederic R. Abramson, 160 Broadway, Suite 500, New York, NY 10038. 212-233-0666.

Frequently Asked Questions