Contracts Archives - Page 3 of 3 - Neufeld O'Leary & Giusto

Failure to Object to an Invoice May Make You Liable for Payment

It’s common for parties who have existing or regular dealings with each other to buy and sell services or goods without a contract. Instead, the parties will simply invoice each other for payment. New York law recognizes that the parties may have an implied agreement based on such invoices and they can sue for payment even though … Read more

Can You Modify a Statute of Limitations by Contract?

Parties to a contract are generally free to negotiate and decide on the terms of their agreement. Even where a contract provision is not ideal, or even advisable, courts will often respect and enforce the provisions. However, one area where courts take a more restrictive view on the parties’ freedom of contract is when they … Read more

Beware the Zombie Contract: When an Old Contract Can Come Back to Haunt You

It is usually clear from the terms of a contract how long the parties want the contract to remain in effect—the contract provides for a set term or task to be performed, possibly with options to extend it when certain criteria are met. However, in some instances, parties may remain bound by the terms of … Read more

What Businesses and Creditors Need to Know about Loan Guaranties

A loan guaranty is often needed in situations where a closely held corporation or LLC is borrowing money. Since such companies generally lack the collateral a bank wants to secure a loan, the bank requires an individual (usually a shareholder or member) to personally guarantee repayment of the loan in order to make the loan. … Read more

What to Do If Your Car is a Lemon?

If you bought or leased a car that’s a “lemon,” you may have a remedy under New York law. The Lemon Law protects consumers when a car doesn’t meet certain standards and can’t be reasonably fixed. If certain requirements are met, the buyer/lessee can get a free repair or buyback. When does the Lemon Law … Read more

WHAT YOU NEED TO KNOW ABOUT USING ELECTRONIC SIGNATURES IN CONTRACTS

Since March 2000, New York has allowed the use of electronic signatures on electronic records in place of actual signatures. The New York Electronic Signatures and Records Act (ESRA) applies to anyone using or accepting electronic records and signatures in New York State, including persons and entities in the public and private sectors. An electronic … Read more

Why you need the right choice of law clause in your contract

Most contracts have a choice of law provision which identifies the state law which will apply in actions brought under the agreement. Often this clause isn’t given a lot of attention until there is a dispute. However, the choice of law can have a big impact on how a contract is interpreted and enforced so … Read more

Get your contracts in writing: New York court only provides a limited exception to the rule

New York law requires that certain contracts must be in writing to be enforceable. The law, known as the Statute of Frauds, also has several well-recognized exceptions. In a recent decision, the New York Court of Appeals officially adopted the promissory estoppel exception, but made clear it only applies in limited circumstances. As a result, individuals and businesses that don’t insist on written contracts still take a big risk that they won’t be able to enforce their agreements.

NY Court Limits Effectiveness of Blanket Additional Insured Riders for Construction Companies

Construction companies and contractors are required to maintain insurance not only for their benefit, but for the benefit of the owner of the property where they are providing services as “additional insureds.” Many companies use what is known as a “blanket additional insured rider” to provide the required coverage to the property owners. However, a recent court decision has significantly limited the effectiveness of blanket riders.

Do’s and Don’ts for Avoiding Personal Liability for Corporate Debts

Many companies choose to do business through a corporation or other limited liability entity (like an LLC). The reason is because a corporation is its own separate “person,” so shareholders or members are not liable for the company’s obligations or debts. This is true whether the corporation has a single shareholder or hundreds of shareholders. However, to take advantage of this benefit, the corporation’s affairs must actually be kept “separate” from the personal affairs of its shareholders.

News & Insights