Ely W. Sluder, Esq

Even the most honest, well-intentioned parties, acting in the utmost good faith, can have an honest misunderstanding. And even the smallest misunderstanding can snowball into a major dispute—one that leads to expensive, time-consuming litigation. Oral agreements, and even those hashed out via email or text, are notoriously hard to enforce. And when enforceable, they often fail to account for all the ways things can go sideways.

An experienced business attorney can help ensure all parties are operating from the same, well-written, and easily understood page—and that everyone understands the contract is the deal. If it’s not within the "four corners" of the contract, a judge is very unlikely to enforce it.

Having a quality, comprehensive written contract is basic risk management—an ounce of legal prevention that, considering how expensive and frustrating litigation can be, is worth a ton of legal cure. A good contracts attorney must be part Nostradamus: predicting the future and making sure every possible contingency has been considered and planned for.

Most of the time, what trips you up is what Donald Rumsfeld called the "unknown unknowns"—the things you don’t know that you don’t know. The situations you never anticipated because they simply weren’t in your realm of possibility. It’s not always the answers that matter most; often, it’s the questions—and knowing which questions to ask is key.

Like not knowing your state’s labor board might decide that, due to a lack of a comprehensive written contract, the independent contractor you’ve been using is actually a retroactive employee—leaving your business suddenly liable for a huge amount in payroll taxes and penalties. In that situation, ignorance is anything but bliss.

Ely W. Sluder, Esq. can help you and your business with a wide range of legal matters, including but not limited to:

• Mergers, acquisitions, and reorganizations

• Joint ventures/Partnerships

• Entity formation (LLC, corporation, partnership)

• Purchase and sale of business assets, including goodwill

• Purchase and sale of entity ownership interests (corporate stock, LLC interests, etc.)

• Purchase and sale of commercial real estate

• Drafting and reviewing corporate governance documents (resolutions, meeting minutes, etc.)

• Equity-owner, shareholder, operating, and partnership agreements with appropriate buy-sell provisions

• Single-member LLC operating agreements

• Drafting and reviewing commercial and residential leases

• Advising residential real estate investors

• Employment, consulting, and independent contractor agreements

• Phantom stock and other employee compensation plans

• Non-disclosure, non-use, and confidentiality agreements

• Vendor agreements

• Client, customer, sales, and services agreements

• Manufacturing and distribution agreements

• Dispute resolution and settlement agreements