Drafting and Enforcing Business Contracts

Home » Insights » Drafting and Enforcing Business Contracts

by | October 12, 2023

Virginia businesses and individuals draft, review, and sign business contracts everyday, often with very little thought about what is in the contract and whether it is enforceable. We find this to be true, even where the contract involves a substantial amount of money and risk shared between the parties. It is often only once there is dispute that the parties go back and read what is in the contract.

Business dealings are particularly subject to this risk of oversight due to the proliferation of forms, online templates, or the sense of general goodwill between business partners at the outset of a company. This failure to think through the contract on the front end (whether it is partnership agreement, contractor agreement, licensing agreement, lease, or any other type of contract) creates substantial risk and disagreement on the back end.

To mitigate these risks and misunderstandings, a responsible Virginia business should spend time working with knowledgeable counsel before committing to any business contract. The time and attention at the outset will go a long way to preventing misunderstandings between the parties and ensuring a business has the legal protection that it needs under the terms of the contract. In addition to creating a better contract, the practical process of thinking through and planning for the benefits and risks that are associated with the contract will often lead to better business practices as a whole.

Unlike some civil suits between individuals wherein a court may be lenient about the terms of a contract, Virginia Courts will enforce the terms of a contract between two businesses regardless of the relative fairness or equity of the outcome.

What is the Business’s Goal in the Contract? 

There are a lot of relevant terms to consider depending on the nature of the business, the purpose of the contract, and the parties involved. Take the time to think about the big-picture goals and implications of a proposed agreement, and then work with your Virginia business attorney to ensure that the contract will facilitate those goals. Your goal may be to minimize risk, to maximize enforceability, or some combination of motivations that will not be addressed through templates and form contracts.

Virginia Business Contracts

  1. Operating Agreements;
  2. Partnership Agreements;
  3. Teaming Agreements;
  4. Business Confidentiality and Proprietary Information Agreements;
  5. Employment Contracts;
  6. Non Disclosure Agreements;
  7. Commercial Leases;
  8. Insurance Agreements;
  9. Vendor Contracts;
  10. Client Agreements; and
  11. Any other contracts that your business enters into.

Virginia Contracts Statute of Limitations

The basic statute of limitations applicable to Virginia Contracts is:

  1. Written Contract: 5 years;
  2. Implied or Oral Contract: 3 years

This is subject to numerous exceptions, however, so consult with an attorney to confirm the correct time limit in which a suit can be filed. For example, Virginia Code sec. 8.01-243 requires that a personal injury action, regardless of the cause of action, be brought within 2 years:

A. Unless otherwise provided in this section or by other statute, every action for personal injuries, whatever the theory of recovery, and every action for damages resulting from fraud, shall be brought within two years after the cause of action accrues. 

Consult with a Virginia Business Attorney

Each Virginia business has unique risks and benefits, but every business wants to best protect its interest. Take the time to think through this strategic implications in your contracts to better position your business for success, while limiting risk to the extent possible. Contact our office to set up a consultation with one of our experienced Virginia business attorneys. The time on the front end will save you time and money on the back end.