The Law Office of Robert B. Jacobs

Contracts

“An honest man’s word is as good as his bond.”

-Don Quixote – Part ii. Chap. xxxiii
Cervantes (1547-1616)

The truth is, if everybody did what they said they would do then nearly all business deals could be done on a handshake. So why do we spend so much time, money, and effort drawing up formal written contracts?

Part of the reason is because not everybody does what they say they will do. Sometimes a party to a contract will get “Buyer’s Remorse” and wish they hadn’t struck a bargain. Other times, a party might find a better deal “after the fact” and in those cases, they might breach their contract. Contract performance is always a risk, and when it doesn’t happen, then the first thing the lawyers look to is the written contract as evidence of the deal.

A contract can be a very simple thing. If property is being sold, then the actual terms of the sale could almost always be stated on a single sheet of paper. But if this is so, then why are contracts sometimes dozens - or hundreds - of pages long? The answer is that contracts often involve risk - and a great amount of contractual language deals with how any risk of loss, injury, damage, fire, catastrophe and Acts of God are going to be handled. If no disaster or catastrophe happens, then all of the work in carefully drafting a contract will have been for nothing. But if something goes wrong in the performance of the contract, then a court will look very closely at the language that the parties agreed to. In that situation one of the parties may be glad that they spent the necessary time and money to carefully negotiate the contract.

There are generally two distinct stages to contract issues. They are 1) formation, and 2) performance. Legal services by good legal counsel in the formation stage can help avert problems later on when performance issues arise.

Despite good intentions by everyone involved, there can still be problems when the time comes for contract performance. When performance problems arise, the assistance of skilled legal counsel can be critical to the outcome of a contractual issue.

Following is a representative list of contractual matters successfully handled by the Law Office of Robert B. Jacobs.

Transactions

  • Preparation of all legal documentation associated with sale of aircraft component repair facility owned by international venture. Services included review and negotiation of all contract and sale documents, as well as negotiation and preparation of lease documents, including lease of Federally owned property.
  • Ten years later, legal services included in subsequent resale of this same operation. Services included negotiation, drafting and preparation of contracts and all documentation related to such sale.
  • Negotiation and preparation of all contractual and related documentation for partial breakup of family owned real estate partnership. Partial distribution included both cash and commercial properties distributed to the withdrawing partner. Services included review of all documentation involved in subsequent sale of properties received in the distribution.
  • Negotiation and preparation of contracts and related documentation for the purchase of several restaurants, including real property, from failed restaurant chain, including purchase in bankruptcy proceeding of one restaurant free and clear of all liens. Services included all negotiations and contractual preparation for subsequent sale of most of these restaurants.
  • Negotiation and preparation of all documentation related to the sale of 96 acre agricultural property near Chico, California. Services included preparation of contract of sale, all disclosures, and all necessary documentation relating to the sale of said property.
  • Structured and drafted stock buyout arrangement between key shareholders of Hong Kong Holding Comany concerning shares of stock of shanghai pharmaceutical company.
  • Representation of investor in a commercial building development following completion of construction. Handled buyout negotiations following developer’s inability to find adequate long terms lessee.
  • Represented long-term tenant of commercial property in exercise of first right of refusal in connection with prospective purchase of the leased property
  • Advised developer and owner of commercial office building and other commercial properties with respect to loans and negotiations with related investors.
  • Ongoing Preparation of commercial leases for commercial landlords and tenants
  • Preparation of form contract to be used by real estate mortgage broker in connection with services obtaining loans by clients

Litigation

  • Successfully represented seller of franchised restaurant at trial after the buyer backed out of the transaction at the last minute
  • Successfully defended the buyer of a business in a lawsuit filed many years after the business had been purchased on credit
  • Successfully defended a general contractor at trial in a lawsuit filed by a subcontractor for work done at an automobile dealership
  • Successfully defended a co-owner of an apartment complex in a suit filed by the other co-owner
  • Successfully defended a mortgage broker in a series of several suits filed by various borrowers concerning lending practices
  • Successfully represented seller of two apartment complexes after the buyer defaulted on loans and following foreclosure
  • Successfully represented a field service engineer in a lawsuit for collection of substantial unpaid fees for services incurred in connection with repairs of high end specialized equipment
  • Successfully defended a business owner at trial from claims of non-payment for substantial printing services
  • Successfully represented builder who was a partner in the development and substantial remodeling of a commercial building