Business disputes are a fact of life for most commercial entities. Almost all transactions between enterprises can give rise to a controversy. At Klapper & Fass, our New York attorneys can step in at any stage of a commercial conflict matter to help pursue a favorable result for a client. Among the areas with which we are familiar are debt collection, partnership and shareholder disputes, breach of contract claims, and secured transactions. We also are knowledgeable in real estate disputes, commercial real estate foreclosure, mechanic’s liens and construction law, and the formation of business entities. Our attorneys can help you evaluate your objectives before devising strategies to reach them and developing potential solutions for you.Disputes Involving Corporate Entities
In addition to the common law governing contracts and business obligations, many New York entities are subject to the Uniform Commercial Code's intricate statutory rules that govern the sale of goods as well as security interests and commercial leases. Businesses that operate overseas may also need to be aware of international commercial laws.
In general, New York courts do not substitute their judgment for those of the parties to a commercial transaction. This means that the final written expression of a contract usually will control the outcome of a dispute involving the contract. Courts disfavor the use of prior negotiations and representations to interpret and enforce agreements. To the extent that parties have incorporated a merger clause in their contracts, evidence of collateral agreements cannot be used. This means that if you and the head of another business reached an oral understanding in addition to creating a written contract, evidence of the oral communications will only be used to interpret the written document if its provisions are so ambiguous that they cannot be understood on their own.
Under New York law, both parties have an implied covenant of good faith and fair dealing when entering into an agreement. This does not mean you have a separate reason to file a lawsuit if one party breaches the covenant of good faith and fair dealing. Rather, this obligation to act honestly and good in faith with the other party allows the court to penalize an entity that acts to prevent or hinder another's performance of a business obligation.
Economic hardship does not excuse a party from fulfilling its duties under a contract in New York, but it can limit the other's party's ability to obtain relief in the event of a breach. Moreover, compensation for economic losses may be reduced if the party that abided by the contract failed to mitigate its damages. A carefully drafted contract may provide for a change in a party's course of conduct in case of a serious shift in its economic circumstances. Often, the agreement will provide for an arbitration or mediation procedure that must be followed in case there is a dispute about how this change is to be implemented.
What remedies are available in the event of a breach? The contract sometimes provides a provision to account for this situation. The parties may agree to liquidated damages, which are a sum set in advance as compensation for a breach, but clauses imposing an additional penalty are disfavored. Unlike in certain tort causes of action, punitive damages are not available in contractual breach cases. If the contract at issue involves the sale of real estate, the remedy of specific performance may be available.
Commercial litigation can quickly turn expensive. Mediation and arbitration are often better forums than courtrooms for resolving business disputes in a cost-effective manner. The attorneys of Klapper & Fass are skilled negotiators who can explain your case to a mediator, arbitrator, or the other side. If this process proves unsuccessful, we can take your case to trial.Retain an Experienced Business Attorney in New York
The business lawyers at Klapper & Fass serve clients in New York and throughout the nation. We represent Fortune 500 equipment lenders and finance companies as well as large and medium-sized entities in industries including textile, construction, transportation, and credit. Our attorneys help businesses in Manhattan, Brooklyn, the Bronx, Queens, and Staten Island as well as Westchester, Rockland, Nassau, and Suffolk Counties. Extending beyond New York, we provide legal services in Michigan, Texas, California, and other states. Contact us at 914.287.6466 or via our online form.