1. Who Is Bound by the Agreement?
The contracting party should match the business undertaking the obligations. A trading name, invoice heading, or familiar employee’s signature may not establish which entity owes payment or must perform. For transactions governed by New York law, goods and services also follow different contract rules.
Confirm the Entity and Signing Authority
Compare the company’s legal name across the agreement, purchase order, and signature block. State registration records help identify the entity but do not establish a signer’s authority.
Check delegated authority and required internal approvals. Apparent authority depends on the company’s words or conduct, not merely the employee’s claim of authority. Later ratification may also bind the company.
Identify Personal Guarantees
A representative signature and a personal guarantee create different obligations. Check the guarantee’s wording, signature requirements, and release conditions during business contract review.
A guarantee may extend to renewals, later orders, or collection expenses. A company title beside a signature does not necessarily defeat clear personal-guarantee language.
2. What Must Happen before Payment Is Due?
Connect payment to defined events rather than assumptions about completion. Read the agreement alongside specifications, statements of work, purchase orders, and incorporated terms. If those documents conflict, check which one controls.
Define Delivery, Acceptance, and Payment
Specify the deliverables, review period, defect-reporting process, and available remedies. Check whether silence counts as acceptance and whether payment depends on delivery, approval, or a fixed date.
| Term | Question to Resolve |
|---|---|
| Deliverables | What must the supplier provide? |
| Acceptance | Who reviews the work, and against which standards? |
| Payment | Which event starts the payment deadline? |
| Defects | What repair, replacement, or other remedy applies? |
Deliverables
- Question to ResolveWhat must the supplier provide?
Acceptance
- Question to ResolveWho reviews the work, and against which standards?
Payment
- Question to ResolveWhich event starts the payment deadline?
Defects
- Question to ResolveWhat repair, replacement, or other remedy applies?
The New York Uniform Commercial Code generally governs goods sales; common-law rules generally govern services. Mixed transactions require closer analysis. Goods contracts have specific inspection, rejection, acceptance, and breach-notice rules that a service template may overlook.
Document Changes and Extra Charges
Name the people who can approve additional work and specify how they must record the scope, price, and schedule changes.
General Obligations Law § 15-301 generally enforces signed-writing requirements for modifications. Goods contracts follow separate modification and waiver rules under UCC § 2-209. Conduct and recognized exceptions can still matter; an unsigned change is not automatically irrelevant.
3. Allocate the Cost of Performance Problems
A missed deadline does not automatically permit cancellation or recovery of every resulting loss. Identify each party’s dependencies, notice duties, and remedies, then read the liability provisions together.
Address Licenses and Delays
Required licenses depend on the activity. NYC Department of Consumer and Worker Protection licenses specified industries; company registration does not replace an operating permit.
Assign responsibility for approvals, site access, and materials. State whether delays extend deadlines or allow additional charges. Force majeure relief depends on the clause and applicable law; increased expense alone does not necessarily excuse performance.
Compare Liability Limits, Indemnity, and Insurance
A liability cap may restrict direct claims, while indemnity may cover specified third-party claims or other losses. Check whether indemnity falls inside or outside the cap and which exceptions apply.
Insurance requires separate review. A contractual promise to obtain coverage does not establish that a policy covers a particular breach of contract claim.
4. How Can the Contract End, and Where Would a Dispute Go?
Distinguish termination for breach, termination without cause, and nonrenewal. Each may involve different notices, payments, and continuing obligations. Review the exit terms before signing, while both parties can still negotiate changes.
Check Notice and Cure Requirements
Identify the recipient, delivery method, deadline, and required notice content. An email to a sales representative may not satisfy the contract.
A cure period allows time to address a breach. Termination without cause may require payment for completed work or committed costs. Calendar renewal deadlines and check surviving duties, including confidentiality, final payment, and data return.
Review the Forum and Preserve Records
Governing law, court selection, and arbitration location address different questions. A commercial arbitration clause should identify its scope, rules, and cost allocation. The Federal Arbitration Act may apply to transactions involving interstate commerce.
Kings County Supreme Court may hear an appropriate contract dispute, subject to jurisdiction and venue rules. Commercial Division assignment requires qualifying subject matter and applicable eligibility criteria. NYSCEF handles electronic filing for covered cases.
Keep signed documents, incorporated terms, change approvals, delivery records, and payment histories. Before signing, a Brooklyn business lawyer can assess guarantee language, reconcile conflicting documents, and propose revisions to payment, liability, and exit provisions.
22 Oct, 2026
