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Virginia Business Contracts

While it seems like a simple question, a contract’s terms are often overlooked until the parties are in the grips of litigation. Everyone has been through the process of initialing and signing a long contract full of boilerplate language that you may assume will never matter. But when a dispute arises, it is this fine-print language that has real-life consequences.

This is particularly true in business dealings; whether setting up an operating agreement or entering into a long-term commercial lease, the language of the agreement and contract is what matters. A responsible business cannot wait until the business is more established to take care of the details and it cannot simply sign and hope for the best.

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 Goal of the Contract?

There are innumerable 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 local business attorney to ensure that the contract will facilitate those goals.

Business Agreements to Consider

  1. Operating Agreements;
  2. Partnership Agreements;
  3. Employment Contracts;
  4. Commercial Leases;
  5. Insurance Agreements;
  6. Non-Compete Agreements;
  7. Vendor Contracts;
  8. Client Agreements; and
  9. Any other contracts that your business enters into.

Customer or Vendor Contract Dispute

During an initial review of a customer or vendor dispute with a new business client, our attorneys often identify deficient contracts.  Meaning, our new business client has been using insufficient–and sometimes unenforceable–contracts with clients and vendors.  This can make it difficult to enforce the contract and sometimes it can make it impossible.

The best practice is to consult with our office before a dispute arises.  If it is too late, we will work with your company to work through your current client dispute and then to review and revise your business contracts.  Find out more about our business representation during client and customer disputes here.

Industry Specific Requirements

In addition to ensuring that your contract makes sense, your business’s industry may require the inclusion of specific provisions and notices in your contract.  For example, Virginia contractors must comply with the Virginia Department of Professional and Occupational Regulation (DPOR) requirements.  Federal contracts, on the other hand, must generally comply with the FAR.

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.

There are numerous other caveats to consider, including strategic, so do not wait to discuss your Virginia business’s or Washington, D.C., business’s contracts, contact the law office today to schedule an appointment.