Commercial Transactions

In the current economic environment, it's more important than ever to pay close attention to your commercial contracts. All too often, the contract terms and conditions are ignored until a problem arises. Only then do the parties realize the contract is poorly structured, does not appropriately allocate the business risks, or does not accurately reflect the parties' business deal.

Our Commercial Transactions lawyers advise manufacturers, service companies, retailers, distributors and other clients on a broad range of contracting matters, including purchasing, financing, leasing and licensing issues. We can assist with effectively and efficiently planning, structuring and documenting your commercial transactions — whether "plain vanilla" sourcing contracts or sophisticated outsourcing arrangements.

Sale of Goods

We regularly represent sellers and buyers in all aspects of the sale and purchase of goods, including warranties and warranty claims, shipping terms (whether under the Uniform Commercial Code or Incoterms), payment terms, insurance and indemnity provisions, force majeure clauses, price adjustment clauses, limitations of liability, liquidated damages clauses, and dispute resolution provisions.

We are familiar with the intricacies of UCC 2-207 – the Battle of the Forms – and the "gap filler" provisions in Article 2 of the Uniform Commercial Code, and can assist clients with structuring their standard terms and conditions to win the Battle of the Forms.

We also advise sellers and buyers with respect to the United Nations Convention on Contracts for the International Sale of Goods, and can assist with transactions that are subject to the UN Convention.

Service Contracts

We assist service providers on a wide variety of contract matters, including outsourcing arrangements, service level agreements (SLAs), performance metrics, ownership of intellectual property rights, and subcontracting.

Financing and Payment

We regularly assist sellers and buyers with financing and payment issues, including purchase-money security interests, letters of credit, consignment arrangements, escrow agreements, and foreclosure sales.

Default & Bankruptcy

We regularly represent commercial parties on contract default matters, including structuring payment plans, "payment in full" checks, demands for adequate assurance of performance under UCC 2-609, reclamation demands, and forbearance agreements.

We assist clients with bankruptcy-related matters, including defending preference actions, compelling assumption or rejection of contracts in bankruptcy, adequate protection payments, and enforcing lien rights.

Government Contracting

If your customers include federal or state agencies, we can assist with navigating the complex maze of government contracting rules and regulations, including the Federal Acquisition Regulations (FARs), flow-down provisions, and competitive bidding requirements.

Technology & Software

In close cooperation with the firm's Intellectual Property group, we assist clients with technology and software-related matters, including licensing, software distribution agreements, joint development agreements, trademark protection, source code escrows, beta test agreements, maintenance agreements, and infringement indemnities.

E-Commerce

We advise clients with selling and buying goods and services in cyberspace, including "click-wrap" agreements, digital signatures, the Uniform Electronic Transactions Act and similar federal and state statutes.

Transportation & Warehousing

We assist clients with transportation and warehousing agreements, including cargo claims, bills of lading, warehouse receipts, lien rights, the federal Carmack Amendment, and related matters.

Service Area Contact(s)

  • David S. Bence

    513.651.6428
  • John S. Egan

    502.568.0224