When a contract contains a binding arbitration agreement, the parties to the contract are generally agreeing to waive their right to go to court when they want to litigate issues that arise under the contract. When the parties arbitrate a claim it  is submitted to an arbitrator who will have the power to make an enforceable decision in the case. An arbitration agreement is enforceable as long as it is not “unconscionable,” meaning it...

A Choice of Law clause (also referred to as The Governing Law clause) is a provision in a contract that specifies which laws will govern in the event of a dispute between the contracting parties. A Choice of Law clause allows the parties to pick the laws of jurisdiction that will govern the interpretation and enforcement of the terms of the contract. The jurisdiction chosen for a Choice of Law clause does not need to...

Both experienced and inexperienced contract drafters can make costly mistakes while creating contracts. Glossing over the contract formation stage is unwise. Painstaking care should be taken to make sure that all the details of an agreement are spelled out. To help guide you with your next contract, below are five of the most common mistakes to avoid. Inadequately Describing the Parties’ Duties and Responsibilities A well written agreement should carefully set out the duties and...

Acquiring Real Property Buying commercial real estate can be a complicated process, but it does not have to be. Thorough research and hiring qualified professionals can help streamline an otherwise difficult transaction and protect against potential liability and hidden problems. Although there is always some level of risk associated with purchasing property, many common pitfalls can be avoided by considering the items listed below. Location, Location, Location For as much emphasis as we put on where we...

One of the main reasons that contract disputes arise is because of ambiguous contract terms.  Of course, this can be prevented with meticulous drafting, but in the event that issues do come up after the contract is completed and signed, it is important to understand how the provisions will be interpreted. Most contracts include an “Interpretive Provision” or “Other Definitional Provision.”  There may also be  certain clauses that provide that some clauses or terms will...

A Mechanics' Lien is a statutory remedy most often used by contractors and subcontractors.  Nearly anyone who contributes labor or materials to a real estate improvement project can use a mechanics lien as a mechanism to resolve issues with receiving payment.   What is a Mechanic’s Lien? Specifically, California law allows the use of a Mechanics' Lien to exact payment by placing a lien on the property.  The existence of the lien on the property inhibits the property owner’s...

Buying a business requires a significant undertaking during which you will want to do your best to protect yourself and navigate around risks and hidden issues. This will include hefty market research, financial analysis, and of course legal advice.  Every transaction is unique, and there will be different considerations for different business types, but there are some general steps that each buyer should take when buying a business or assets. Investigate Prior to Buying a Business Once a buyer...

If your business has been served with legal papers, it is important to act quickly, and determine whether you have been summoned or subpoenaed.   The information below assumes valid service and subpoena requests.  Invalid service or an objectionable request may relieve the recipient from responding, appearing, or producing documents.  It is therefore of vital importance to talk to an attorney to determine if you have been validly served and whether and how you should respond.   Summons...

California law treats residential and commercial leases very differently. Generally, commercial tenants receive less legal protections than residential tenants. It is therefore critical for both landlords and tenants to be very familiar with the terms of a commercial lease, and not just assume that the same standard provisions are provided in each agreement. Residential Lease Agreement For starters, a residential lease agreement is a contract between a tenant and a landlord to use property for living. The agreement is usually...

California law requires landlords to make certain mandatory disclosures to tenants, most of which are usually found in the lease or an addendum to the lease, and generally concern the health and safety of potential building inhabitants. It is important for both landlords and tenants to be aware of the mandatory disclosures. If a landlord does not make a required disclosure, or fails to disclose dangerous conditions on the property, the landlord can later be...