At Blake & Ayaz, our Los Angeles contract litigation attorneys have years of experience handling all types of contract disputes. We understand the complex details of these cases and have developed a series of best practices and litigation strategies to get the best possible outcome for our clients. From our first interaction, we will take the time to understand your specific goals and objectives. We will then create a tailor-made legal strategy to help you achieve these objectives as efficiently and effectively as possible. Our passion for our clients’ rights has earned us a reputation as a leader among Los Angeles contract attorneys. Connect with us today to save time, money, and stress in resolving your contract dispute.
WHAT IS A CONTRACT?
A contract is an agreement between two or more parties creating legally binding obligations. Contracts are typically made in writing, but they can also be verbal. When two parties agree to the terms of a contract, they are each bound by those terms. If one party breaches the agreement, the other party may be able to take legal action to enforce the contract or recover damages.
TYPES OF CONTRACTS
There are many different types of contracts someone could agree to, but some of the most common include:
- Business Contracts: Businesses often enter into contracts with suppliers, vendors, customers, and other businesses. These contracts may cover a wide range of situations, including the sale of goods or services, confidentiality agreements, employment contracts, and more. To successfully start, operate, and grow a business, it is essential to understand how to draft, negotiate, and enforce contracts that are essential to your business.
- Property Rental Agreements: Landlords and tenants typically enter into rental agreements, also known as leases,when renting property. These agreements detail the rights and obligations of both parties, such as the lease’s length, rent amount, and other important details. Disputes will often arise when one party fails to live up to their obligations under the lease.
- Loan Contracts: Loan contracts are agreements between lenders and borrowers that outline the terms of a loan, such as interest rates and repayment schedules. These contracts also typically include a personal guarantee, which means that the borrower is personally responsible for repaying the loan if they default.
- Employment Agreements: Employment agreements are contracts between employers and employees that outline the terms of the employment relationship. These contracts may cover job duties, compensation, and confidentiality.
- Bill of Sale: A bill of sale is a contract to transfer ownership of an asset, such as a vehicle or other piece of property, from one party to another. This type of contract typically includes a description of the asset being sold, the purchase price, and the signatures of both parties.
- Licensing Agreement: A licensing agreement is a binding contract between a licensor and licensee that grants the licensee the legal right to use the licensor’s intellectual property, such as a trademark, patent, or copyrighted work. In exchange for this right, the licensee typically pays the licensor a fee and agrees to certain terms and conditions.
- Service agreement: A service agreement is a contract between a service provider and their customer that outlines the terms of the service being provided. This type of contract may cover topics such as the scope of the services, the length of the agreement, and payment terms.
COMMON CONTRACT DISPUTES THAT ARISE
When two parties enter into a contract, they each agree to certain terms and conditions. If one party breaches the contract, the other may suffer damages as a result. Some of the most common contract disputes that our Los Angeles contract attorneys handle include:
- Breach of contract: A breach of contract occurs when one party fails to live up to their obligations under the contract. This may include failing to perform a promised service, failing to pay the agreed-upon price, or violating a confidentiality agreement.
- Unfair contract terms: Some contracts may contain terms that are unfair to one or both parties. For example, a contract may contain a clause that allows one party to cancel the agreement at any time without consequences. Or, a contract may have a one-sided indemnity clause that protects only one party from liability.
- Intentional misrepresentation: Intentional misrepresentation occurs when one party makes a false statement to induce the other party to enter into the contract. For example, a person selling a car may falsely claim that the car is in good condition when they know it has significant mechanical problems.
- Fraud: Fraud occurs when one party intentionally uses deception to induce the other party to enter into the contract. For example, a person selling a house may falsely claim that the house is structurally sound when they know it has significant foundation problems.
- Mistake: A mistake is an error in the contract that is made by one or both parties. For example, a mistake could be an incorrect price listed in the contract or a miscommunication between the parties about a key term of the contract.
- Duress: Duress occurs when one party is forced to enter into the contract under threat of violence or harm. For example, a person may be forced to sign a contract at gunpoint.
- Unconscionability: Unconscionability occurs when one party takes advantage of the other party’s lack of knowledge or bargaining power to induce them to enter into the contract. For example, a person selling a car may take advantage of a buyer’s lack of knowledge about cars to sell them a lemon for an exorbitant price.
WHAT ARE THE QUALITIES OF A LEGALLY BINDING CONTRACT?
For a contract to be considered official and legally binding, it must include the following elements:
- Offer: There must be an offer made by one party and accepted by the other party. The offer must be clear and unambiguous, and it must be made with the intention of creating a binding contract.
- Acceptance: The acceptance must be unequivocal and must match the terms of the offer. Additionally, the acceptance must be made to create a binding contract.
- Consideration: Each party to the contract must receive something of value (known as “consideration”) from the other party. For example, one party may agree to provide services, and the other party may agree to pay for those services.
- Mutuality of obligation: There must be a mutual obligation between the parties to carry out the terms of the contract. For example, both parties to a contract for the sale of a car must fulfill their obligations under the contract.
- Capacity: The parties to the contract must have the legal capacity to enter into the contract. For example, a minor does not have the legal capacity to enter into a contract.
- Legality: The contract must not be for an illegal purpose. For example, a contract to sell drugs is illegal and, therefore, not legally binding.
- Genuineness of assent: The parties to the contract must agree to the terms of the contract willingly and without coercion. For example, a contract that is signed under duress is not legally binding.
- Written agreement: Some contracts must be in writing to be enforceable. For example, any sale of land or performance of services that cannot be completed within one year must be in writing to be legally binding.
WHAT ARE THE REMEDIES FOR BREACH OF CONTRACT?
If one party breaches the contract, the other may sue for damages. The remedies available to the non-breaching party will depend on the type of breach that occurred.
- Minor breaches: A minor breach is a failure to perform a minor contractual obligation. For example, if a party to a contract for the sale of a car fails to wash the car before delivery, that would be considered a minor breach. The remedy for a minor breach is known as “specific performance,” which is an order from the court requiring the breaching party to perform their contractual obligations.
- Material breaches: A material breach is a failure to perform a major contractual obligation. For example, if a party to a contract for the sale of a car fails to deliver the car, that would be considered a material breach. The remedy for a material breach is known as “rescission,” which is the cancellation of the contract. The parties are then released from their contractual obligations.
- Anticipatory breaches: An anticipatory breach is a party’s express or implied notification that they will not be performing their contractual obligations. For example, if a party to a contract for the sale of a car tells the other party that they will not be delivering the car, that would be considered an anticipatory breach. The remedy for an anticipatory breach is known as “damages,” which ismonetary compensation paid by the breaching party to the non-breaching party.
WHAT ARE THE LIMITATIONS ON CONTRACTUAL RIGHTS?
There are a number of limitations on contractual rights, including the following:
- Statute of frauds: The statute of frauds is a law that requires that certain types of contracts be in writing to be enforceable. For example, contracts for the performance of services that cannot be completed within a year must be written and published in a contract to be legally binding.
- Parol evidence rule: The parol evidence rule is a law that bars any introduction of extrinsic evidence to vary or contradict terms of a written contract. For example, if the parties to a contract agree that the terms of the written contract will govern the contract, the parol evidence rule would bar the introduction of evidence that lies outside the scope of the contract.
- Unconscionability: Unconscionability is a legal doctrine that allows a court to refuse to enforce a contract if the contract terms are so unfair to one party that it would be unconscionable to enforce the contract.
- Public policy: Public policy is a legal doctrine that allows a court to refuse to enforce a contract if the enforcement of the contract would be contrary to public policy. For example, a court may refuse to enforce an agreement if the enforcement of the contract would result in the illegal sale of drugs.
WHAT ARE SHAREHOLDER DISPUTES?
Shareholder disputes are disagreements between the shareholders of a company. Their primary responsibility is to elect the board of directors and make major decisions about the company.Shareholder disputes can arise over various issues,such as board composition, management decisions, dividend payments, and stock repurchases. These are often highly contentious issues, as they can have a significant impact on the value of the shareholders’ investment.
There are a number of ways in Los Angeles to resolve shareholder disputes, including mediation, arbitration, and litigation. Mediation is a process in which the parties to the dispute meet with a neutral third party to try to reach an agreement. Arbitration is a process in which the parties submit their dispute to an arbitrator who will render a decision. Litigation is a process in which the parties take their dispute to court and have an official judge or jury decide the case. All of these remedies have historically been used to resolve shareholder disputes and can be equally effective depending on the specific facts and circumstances of the case.
CONTACT LOS ANGELES CONTACT LAWYERS AT BLAKE & AYAZ TODAY
If you are facing a shareholder dispute, it is important to have an experienced business contracts lawyer on your side to fight for your interests. The attorneys at Blake & Ayaz have extensive experience handling shareholder disputes and are dedicated to protecting the rights of their clients. Contact our Los Angeles office today to schedule a consultation.