Contract Drafting & Review

A contract is the document that decides what each side owes the other, and much of what it decides only becomes visible once something goes wrong: a late payment, a missed deadline, a disagreement over what was promised. Contract drafting and review covers both halves of that work: preparing a new agreement for your business to use, and reading an agreement someone else wrote before you sign it.

Fisher Stone drafts and reviews contracts for businesses across New York City, for a flat fee, quoted up front before any work begins. A licensed New York attorney handles your matter from start to finish and stays reachable by call, email, or text, with no call center and no handoff to junior staff.

Drafting a contract versus reviewing one

Contract drafting and review is one part of Fisher Stone’s broader contract work for New York businesses. Drafting and reviewing call for different work, even when the same document is involved.

Drafting

Drafting means writing an agreement from the ground up, or from a form built around how your business operates, so its terms reflect what you are willing to accept if the deal goes wrong.

Reviewing

Reviewing means reading an agreement someone else wrote, checking it against what you understood the deal to be, and identifying where its terms put your business at risk.

The party who drafts a contract sets its defaults. Every clause has to say something, and the person writing it decides what that something is: how payment works if it is late, who is responsible when something goes wrong, and which state’s law applies if there is a dispute. The other party is responding to choices already made, not making them. Being the drafting party is worth something, particularly for a business that reuses the same agreement with many customers or vendors.

The agreements a New York business signs most often

Most businesses do not sign one kind of contract. They sign several, each covering a different relationship, and each needs terms suited to it rather than one form reused everywhere.

• Client and customer agreements: what you are providing, for what price, and on what schedule.
• Vendor and supplier contracts: what you are buying or receiving, and what happens if a shipment or service falls short.
• Service agreements: the scope of a single engagement or a recurring one.
• Master service agreements with statements of work: one master agreement sets the general terms once, and each statement of work adds the scope, price, and timeline for a specific project.
• Subcontractor agreements: what you are delegating to another business, and how liability and payment flow between you, the subcontractor, and your own client.
• Sales terms: the standard terms and conditions governing a sale of goods or services, distinct from the agreement used to buy or sell an entire company (see buying or selling a business).

Agreements with your own employees are a separate category; see employment agreements.

The clauses that decide what happens when a deal goes wrong

Most of a contract reads as routine until a deal goes wrong. A small number of clauses then decide the outcome: what you are owed, what you owe, and how much it costs to find out. These deserve the most attention, whether Fisher Stone is drafting the agreement or reviewing one the other side sent you.

Before you sign a contract the other side drafted

When another business sends you its contract, keep in mind that its attorney wrote it to protect that business, not yours. Before signing, check that the document matches the deal you agreed to: the price, the scope, the timeline, and any promise made in conversation that needs to appear in writing to be enforceable.

Then look for terms that run only one way: termination rights that let the other side walk away on short notice while holding you to a longer commitment, indemnification that protects them but not you, a limitation of liability set too low to matter, or an automatic renewal clause that is easy to miss. A contract written by one side favors that side, so these are terms to negotiate before signing, not after a dispute has started.

The risk in a generic online template

A downloaded template is a contract written for no one in particular, and that gap follows it into your deal. Its governing law clause may name a state with no real connection to your business, left over from wherever the template originated, so New York law may not apply the way the document assumes. Its clauses may not fit your business, such as terms built for selling products applied to a business that provides services. Terms can be missing altogether, including indemnification, a limitation of liability, or confidentiality language, gaps a generic form has no way to fill correctly for your situation.

None of this is visible until it matters, usually after a dispute has started and the contract is the only place left to look for an answer.

When a contract needs to be in writing

Some agreements are enforceable whether they are written down or not, but New York law requires a signed writing for certain categories: an agreement that cannot be performed within one year, a contract for the sale of goods above a set dollar amount, an agreement transferring an interest in real estate, and a promise to guarantee someone else’s debt. An oral agreement in one of these categories can be difficult to enforce no matter how clear the original understanding was.

Even outside those categories, putting an agreement in writing protects both sides. It fixes what was agreed rather than leaving it to memory, and it is the only version of the deal a court will look at if the relationship breaks down. For the agreements most businesses rely on day to day, client agreements, vendor contracts, service agreements, a written document is standard practice regardless of what the law strictly requires.

These agreements come up constantly in the course of running a business. For confidential information that needs protecting before a deal is even signed, see non-disclosure agreements, or return to the Business Law hub for the full range of services Fisher Stone handles.