Contracts & Commercial Agreements

A contract is a bet about the future, written down. Most of the time the bet never has to pay out, the parties perform, the relationship works, and the document sits in a drawer. But a contract earns its cost on the bad day, when something goes wrong and the only thing standing between you and an expensive fight is the language you agreed to months earlier. Because we litigate the disputes these documents produce, we draft them the way we wish every contract we later fought over had been drafted: clearly, with the failure case in mind.

The agreements we handle

We work on the commercial agreements that closely held companies actually use, not the exotic instruments that belong to a different kind of practice. If it governs how your business buys, sells, hires, protects information, or ends a relationship, it is the kind of document we draft and negotiate.

• Master service agreements, supply agreements, and statements of work
• Sales and purchase contracts governed by Michigan's version of the Uniform Commercial Code
• Non-disclosure agreements and confidentiality provisions that are actually enforceable
• Non-compete, non-solicitation, and other restrictive covenants, drafted to survive a challenge under Michigan's reasonableness standard
• Independent contractor agreements written to withstand a misclassification challenge
• Operating agreements, buy-sell provisions, and the ownership documents that govern a company from the inside

Drafting for the day it is tested

The clauses that decide contract disputes are rarely the ones people negotiate hardest. They are the quiet, back-of-the-document terms: which state's law governs, where a dispute has to be brought, whether the loser pays the winner's legal fees, how notice must be given, what counts as a material breach, and how the agreement can be ended. Those provisions do nothing on a good day and everything on a bad one. We give them the attention they deserve, because we have watched cases turn entirely on a forum-selection clause or an attorney-fee provision that one side treated as boilerplate.

Michigan-specific drafting

Contracts do not exist in a vacuum; they are enforced under a particular state's law, and Michigan has its own rules that shape what will and will not hold up. Michigan's version of the Uniform Commercial Code governs the sale of goods and supplies default terms that a contract can change but only if it does so clearly. Michigan law also governs how ambiguities are read against the drafter and how restrictive covenants are judged for reasonableness, a standard our employment practice navigates whenever we draft a non-compete meant to be enforced. Drafting with those rules in view is the difference between a document that reads well and one that survives.

Reviewing what the other side sends

A great deal of our contract work is defensive: reading the agreement the other party drafted and telling you, in plain terms, what you are actually signing. The other side's form is written to protect the other side, and the risks it shifts to you are usually buried in the indemnification, limitation-of-liability, and termination provisions rather than announced up front. We flag the terms that matter, tell you which are worth fighting over and which are not, and give you the redlines to negotiate from a position of understanding.

The connection to litigation

Contract drafting and business litigation are two ends of the same practice, and a firm that does both drafts differently. We know which clauses actually get litigated, which arguments courts accept, and which pieces of boilerplate turn out to be worthless when a dispute arrives. Our guide on the elements of a breach of contract claim shows exactly what a court will demand if an agreement is ever tested. If a contract we did not draft has already gone wrong, our business litigation practice handles the breach-of-contract fight that follows. Ideally, though, the work we do on the front end means that fight never comes.

How we price contract work

Most contract work is quotable as a fixed fee, and we quote it that way. A handbook of standard agreements, a reviewed and redlined vendor contract, a set of restrictive covenants for a growing team, these come with a price you agree to before we begin. Predictable pricing is part of the point: getting the paper right should be an easy decision, not one a company puts off because it is afraid of an open-ended bill.