A Connecticut business contracts attorney will typically gather as much information as possible from the client about the particular transaction that is being entered into or about the business that is being formed. Having years of experience and knowledge goes a long way when representing business clients.
The Connecticut general assembly has enacted legislation which details four ways in which business contract formation occurs: (1) an offer and acceptance; (2) conduct evidencing a mutual assent to contract; (3) performance under an existing contract; and (4) estoppel.
Connecticut business contracts attorneys are held to a high standard and are prohibited from making false or misleading representations about Connecticut business contracts services, and from knowingly making Connecticut business contracts which would violate rules governing Connecticut lawyers, or Connecticut ethics rules.
When drafting Connecticut business contracts people sometimes find a contract on the internet and decide they can simply use that contract for their business or transaction they will be entering into, but in reality that is just the starting point. Even business attorneys in Connecticut start with their own templates they have used over the years and then make changes and modifications after talking with the client and carefully understanding the client's business needs. Relying on a contract template from the internet is often a mistake because there a different nuances and Connecticut business laws that only an experienced Connecticut business attorney will be familiar with and be able to provide the proper drafting protections business clients need. In a breach of contract situation you may find the contract you got off the internet does not cover you.
Connecticut business contracts attorneys must make sure that their clients are informed of their legal rights and remedies, CT law specific to CT businesses, CT statute of limitations relating to Connecticut business contract disputes; Connecticut attorney client confidentiality, and Connecticut business contracts disputes, and Connecticut state administrative agency rules and regulations.
When drafting business contracts, Connecticut attorneys must often take into account a complex statutory scheme enacted by the Connecticut General Assembly in 1971, which governs the creation and interpretation of Connecticut business contracts, as well as related laws enacted by the Connecticut legislature. Connecticut provides detailed requirements for business contracts law in numerous sectors, as opposed to just common law or case law rules.
The Connecticut general assembly has enacted legislation which details four ways in which business contract formation occurs: (1) an offer and acceptance; (2) conduct evidencing a mutual assent to contract; (3) performance under an existing contract; and (4) estoppel.
Connecticut business contracts attorneys are held to a high standard and are prohibited from making false or misleading representations about Connecticut business contracts services, and from knowingly making Connecticut business contracts which would violate rules governing Connecticut lawyers, or Connecticut ethics rules.
When drafting Connecticut business contracts people sometimes find a contract on the internet and decide they can simply use that contract for their business or transaction they will be entering into, but in reality that is just the starting point. Even business attorneys in Connecticut start with their own templates they have used over the years and then make changes and modifications after talking with the client and carefully understanding the client's business needs. Relying on a contract template from the internet is often a mistake because there a different nuances and Connecticut business laws that only an experienced Connecticut business attorney will be familiar with and be able to provide the proper drafting protections business clients need. In a breach of contract situation you may find the contract you got off the internet does not cover you.
Connecticut business contracts attorneys must make sure that their clients are informed of their legal rights and remedies, CT law specific to CT businesses, CT statute of limitations relating to Connecticut business contract disputes; Connecticut attorney client confidentiality, and Connecticut business contracts disputes, and Connecticut state administrative agency rules and regulations.
When drafting business contracts, Connecticut attorneys must often take into account a complex statutory scheme enacted by the Connecticut General Assembly in 1971, which governs the creation and interpretation of Connecticut business contracts, as well as related laws enacted by the Connecticut legislature. Connecticut provides detailed requirements for business contracts law in numerous sectors, as opposed to just common law or case law rules.
Joseph B. LaRocco is a business and corporate attorney that handles business contracts, business transactions, entity formations, and corporate governance.
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Analyzing the Business Before Drafting the Contract
Typically, attorneys will ask the client a number of things about their business, so they understand some of its strengths and weaknesses. I typically do something called a SWOT analysis which stands for Strengths, Weaknesses, Opportunities, and Threats. This gives me a good understanding of the clients business and what sections of the contract will be more important. For instance, if the business has a confidential system for examining and pricing its services to clients, the threat of employees or consultants disclosing that information to competitors would be a clear threat to the continued success of the business, so employee confidentiality and non-compete clauses may be something to consider adding to employee contracts and independent contractor agreements.
The key to helping business clients is not just to be reactive to their needs, but to be proactive. That means spotting issues they may not have been aware of and addressing those issues, so they understand them and can give important feedback. As a result, this leads to a meaningful dialogue enabling the Connecticut business contracts attorney to advise clients about business agreements and clauses that fit the client’s needs and avoids complications down the line.
The key to helping business clients is not just to be reactive to their needs, but to be proactive. That means spotting issues they may not have been aware of and addressing those issues, so they understand them and can give important feedback. As a result, this leads to a meaningful dialogue enabling the Connecticut business contracts attorney to advise clients about business agreements and clauses that fit the client’s needs and avoids complications down the line.
Indemnification and Hold Harmless Clause
Here is a typical indemnification and hold harmless clause:
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or
omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this
Agreement. This indemnification will survive the termination of this Agreement.
This is what is commonly referred to as a hold harmless and indemnity clause and can be found in most business contracts as well as sales of LLCs, corporations, businesses, and even asset purchase agreements. They are useful in many different types of situations and there are a number of different variations of this language that can be used. I also include this type of clause in many other types of agreements I do for my Connecticut clients, including NDAs, non-solicitation agreements, consulting agreements, and independent contractor agreements.
What Do Indemnification and Hold Harmless Clauses Mean?
It is a useful way of apportioning liability between the parties and takes into account what happens if insurance covers some or all of the loss, even if the loss was caused by one of the parties negligence. The key language in the hold harmless and indemnity clause is
" . . which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement."
So each party to the agreement is agreeing that if they do and "act or omission" that causes damage that is not covered by insurance, they will pay the other party the cost of those damages.
Example 1: One party is negligent and it causes damage in the amount of $4,000 to a third party's property. Insurance pays for the damages but there is a $500 deductible, so the negligent party has to be responsible for that $500.
Example 2: One party is negligent and it causes damage in the amount of $4,000 to a third party's property. Insurance does not cover the damages, so the negligent party has to be responsible for that $4,000.
" . . which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement."
So each party to the agreement is agreeing that if they do and "act or omission" that causes damage that is not covered by insurance, they will pay the other party the cost of those damages.
Example 1: One party is negligent and it causes damage in the amount of $4,000 to a third party's property. Insurance pays for the damages but there is a $500 deductible, so the negligent party has to be responsible for that $500.
Example 2: One party is negligent and it causes damage in the amount of $4,000 to a third party's property. Insurance does not cover the damages, so the negligent party has to be responsible for that $4,000.
Connecticut Non-compete Agreements Between an Employer and Employe
Connecticut non-compete agreements between an employer and employee in that restrict an employee from working for other Connecticut companies which may be a competitor of the Connecticut employer, are enforceable, subject to their “reasonableness”, as will be explained below.
Connecticut non-compete agreements are enforceable at law, according to the Connecticut Supreme Court's opinion in "Boguslavsky v. Exide Batteries", decided on March 28, 2001. Connecticut non-compete agreements generally fall under one of two categories: (1) Connecticut business contracts which seek to prevent Connecticut employees from continuing their Connecticut employment with a competing Connecticut company; and (2) Connecticut business contracts which seek to prevent Connecticut employees from leaving Connecticut employment to enter Connecticut business competition on their own.
Connecticut non-compete agreements are legal only if: (1) the Connecticut employee is privy to Connecticut trade secrets or other confidential information during his Connecticut employment; and (2) the agreement only restricts the Connecticut employee from working at Connecticut businesses which compete with the Connecticut employer.
Additionally, Connecticut business contracts lawyers must also make sure that the non-compete agreement is reasonable in its duration and geographical scope in order for Connecticut courts to enforce such agreements.
Connecticut business attorneys must also advise their business and corporate clients which require their employees to sign such agreements that Connecticut courts do not look favorably on Connecticut companies which seek to control their Connecticut employees by use of restrictive business contracts, Connecticut non-compete agreements, non-solicitation agreements, and confidentiality agreements.
Connecticut non-compete agreements are enforceable at law, according to the Connecticut Supreme Court's opinion in "Boguslavsky v. Exide Batteries", decided on March 28, 2001. Connecticut non-compete agreements generally fall under one of two categories: (1) Connecticut business contracts which seek to prevent Connecticut employees from continuing their Connecticut employment with a competing Connecticut company; and (2) Connecticut business contracts which seek to prevent Connecticut employees from leaving Connecticut employment to enter Connecticut business competition on their own.
Connecticut non-compete agreements are legal only if: (1) the Connecticut employee is privy to Connecticut trade secrets or other confidential information during his Connecticut employment; and (2) the agreement only restricts the Connecticut employee from working at Connecticut businesses which compete with the Connecticut employer.
Additionally, Connecticut business contracts lawyers must also make sure that the non-compete agreement is reasonable in its duration and geographical scope in order for Connecticut courts to enforce such agreements.
Connecticut business attorneys must also advise their business and corporate clients which require their employees to sign such agreements that Connecticut courts do not look favorably on Connecticut companies which seek to control their Connecticut employees by use of restrictive business contracts, Connecticut non-compete agreements, non-solicitation agreements, and confidentiality agreements.
Overly Restrictive Employment Contracts are Against Public Policy in Connecticut
Business lawyers in CT must also advise their business clients on the restrictive nature employment contracts and that CT courts will most likely find such restrictive business contracts to be against public policy and therefore unenforceable in Connecticut courts. This is especially true if the company’s restrictive business contracts attempt to restrain employees from working in Connecticut jobs in Connecticut industries which are unskilled or semiskilled.
Connecticut commercial contract attorneys must also advise their business clients that CT courts have a history of not enforcing non-compete agreements where the employee has signed an employment contract after the CT employee has been employed in CT for less than one year.
Connecticut commercial contract attorneys must also advise their business clients that CT courts have a history of not enforcing non-compete agreements where the employee has signed an employment contract after the CT employee has been employed in CT for less than one year.
Non-Solicitation Agreements in Connecticut
The general view held by CT courts is that non-solicitation agreements in Connecticut are enforceable where the CT employer has reasonable expectations that the employee would not solicit Connecticut customers or Connecticut employees for similar businesses as those which he is privy to while employed by the CT employer.
Non-solicitation agreements and clauses are more likely to be enforced in CT, because unlike non-compete agreements, non-solicitation agreements do not restrict an employee or independent contractor from continuing with their trade or business, the employee or independent contractor is only restricted from taking away the employer’s customers or employees. Like most states today, CT courts are reluctant to enforce non-compete agreements against employees since doing so would restrict their ability to earn a living. Non-compete agreements are typically more common in agreements for the sale of a business, since consideration is being paid for that business and it is reasonable to require the seller to not set up a competing business, at least not for a number of years and in an agreed upon geographic location.
Non-solicitation agreements and clauses are more likely to be enforced in CT, because unlike non-compete agreements, non-solicitation agreements do not restrict an employee or independent contractor from continuing with their trade or business, the employee or independent contractor is only restricted from taking away the employer’s customers or employees. Like most states today, CT courts are reluctant to enforce non-compete agreements against employees since doing so would restrict their ability to earn a living. Non-compete agreements are typically more common in agreements for the sale of a business, since consideration is being paid for that business and it is reasonable to require the seller to not set up a competing business, at least not for a number of years and in an agreed upon geographic location.
Summary of Using a Connecticut Business Contracts Attorney.
Look for an experienced attorney in Connecticut if you are an employee, business owner, or an independent contractor doing business in CT. A little advice can go a long way and relieve you from what may be a potential problem down the road.
I serve Fairfield County, New Haven County, Shelton, Stratford, New Haven, and most of Connecticut.
I serve Fairfield County, New Haven County, Shelton, Stratford, New Haven, and most of Connecticut.
