A business contract should make clear what each party has agreed to do, how risk is divided, and what happens if the relationship does not go as planned. Ambiguous or incomplete terms can create disagreements that become expensive to resolve.
San Miguel Attorneys P.C. drafts commercial agreements for entrepreneurs and businesses throughout the Greater Houston area. With attorneys licensed in both the United States and Mexico, we also help companies structure cross-border agreements with the legal and business realities of both countries in mind.
Contracts Built Around Your Business and the Deal
The right contract starts with understanding the transaction. Who are the parties? What does each side expect? Where are the greatest financial or operational risks? What should happen if someone cannot perform?
Our transactional and litigation experience gives us insight into how contractual disputes develop and which terms may become important when a business relationship is tested.
We help clients create agreements that:
- Clearly define each party’s obligations
- Address payment and performance expectations
- Allocate foreseeable risks
- Establish procedures for breach and termination
- Provide a framework for resolving disputes
Above all, we structure agreements to reflect how the parties actually intend to do business. Connect with us today.
What Should a Business Contract Include?
The terms of a commercial agreement depend on the transaction, but certain issues deserve consideration in most business relationships.
The contract should identify the parties and define the goods, services, or other performance being exchanged. Payment amounts, deadlines, and conditions should be clear. Depending on the deal, the agreement may also address representations and warranties, indemnification, limitations of liability, insurance, confidentiality, termination rights, and remedies for breach.
Dispute resolution provisions can determine where and how future conflicts are handled. Careful drafting at the beginning of the relationship can reduce uncertainty if circumstances later change.
What Types of Business Contracts Do We Draft?
Businesses rely on agreements throughout their operations. San Miguel Attorneys assists with contracts involving customers, vendors, owners, investors, properties, projects, and other commercial relationships.
These may include:
- Customer and service agreements
- Vendor and supplier contracts
- Construction agreements
- Purchase and sale agreements
- Partnership and shareholder agreements
- Commercial leases
- Confidentiality and non-disclosure agreements
We also assist with contract review and negotiation when another party presents an agreement for signature.
How Should a Business Contract Allocate Risk?
A strong commercial agreement should specify which party is responsible when something does not go according to plan. Depending on the transaction, this may include delays, nonpayment, defective performance, third-party claims, unexpected costs, or events that prevent a party from meeting its obligations.
Contract terms involving indemnification, insurance, warranties, limitations of liability, termination rights, and remedies can determine how those risks are divided.
San Miguel Attorneys helps clients evaluate these provisions in the context of the transaction as a whole. The goal is to negotiate terms that protect important business interests while creating a workable agreement the parties can actually perform.
How Can Careful Contract Drafting Help Prevent Business Disputes?
Many contract disputes begin with different interpretations of what the parties originally agreed to do.
Clear language can reduce disagreements over payment, deadlines, performance standards, changes in scope, termination rights, and responsibility when something goes wrong. A contract can also establish notice requirements and procedures for negotiation, mediation, arbitration, or litigation.
Not every dispute can be prevented through drafting. A carefully prepared agreement can, however, give the parties a clearer roadmap for addressing problems and provide a stronger foundation if enforcement becomes necessary.
Drafting Contracts Between U.S. and Mexican Businesses
Cross-border agreements require additional attention because the parties may operate under different legal systems and business practices.
A contract between a Texas and Mexican company may need to address governing law, jurisdiction, dispute resolution, payment and currency, language, performance obligations, and enforcement. The appropriate provisions depend on the transaction and where the parties and assets are located.
San Miguel Attorneys has a bilingual, bicultural team with attorneys licensed in the United States and Mexico. We help clients develop coordinated agreements for cross-border commercial relationships.
Put Clear Terms Behind Your Business Agreements
A contract can shape a commercial relationship long after everyone signs. San Miguel Attorneys helps Greater Houston businesses draft, review, and negotiate agreements with their business priorities and potential risks in mind.
Contact our team before signing your next important business agreement. Se habla español.
Frequently Asked Questions
Do I need an attorney to draft a business contract in Texas?
Texas businesses are generally not required to retain an attorney for routine commercial contracts. Legal counsel can be valuable when an agreement involves substantial financial obligations, complex terms, significant liability, intellectual property, real estate, multiple owners, or other important business interests. An attorney can also help identify provisions that may create unintended risks.
What makes a business contract enforceable in Texas?
Generally, an enforceable contract requires an offer, acceptance, a meeting of the minds, consent to the terms, execution and delivery with the intent that the agreement be binding, and consideration. Additional requirements may apply depending on the type of agreement, and certain contracts must be in writing to be enforceable.
What should I include in a contract with another business?
The agreement should clearly identify the parties, their respective obligations, payment terms, deadlines, and what happens if either party fails to perform. Depending on the relationship, provisions addressing confidentiality, indemnification, liability, termination, governing law, and dispute resolution may also be appropriate.
Which country’s law applies to a contract between a Texas and Mexican company?
The answer depends on the contract, transaction, parties, and applicable law. Cross-border agreements often contain governing-law and dispute-resolution provisions addressing which jurisdiction’s law will apply and where disputes will be resolved. These provisions should be considered carefully because they can significantly affect how a future disagreement is handled.