Commercial Transactions

Transactions Made Easy Because Life Is Complicated Enough

Businesses providing goods or services must comply with the Uniform Commercial Code (UCC) and commercial laws governing a broad range of business, commerce, and consumer transactions. Specific laws have been developed in commercial fields. These include leases, fund transfers, negotiable instruments, debtor-creditor, commercial landlord-tenant, bank deposits, bulk sales, real estate transactions, letters of credit, warehouse receipts and secured transactions.

The Calhoun Law Firm, PLC, assists clients conduct business transactions in compliance with the laws and regulations governing their industry. We evaluate and advise clients of potential risks and negative side effects associated with their planned transactions.

We work with clients to Ensure Commercial Transactions account for:

  • Compliance with regulations and statutes.
  • Protecting the company against legal risks and violations.
  • Clearly and succinctly identify who is buying what from whom, at what price, at whose risk, and on what timetable.

We work with clients to Establish Commercial Transaction practices that ensure:

  • Due diligence reviews surfacing potential legal and commercial issues are conducted.
  • All contractual terms are understood
  • Post-contract strategies related to unforeseen events.

Commercial Transaction Services Provided

Our firm has 15 years of experience handling commercial transaction matters for individuals and businesses throughout Arizona. We assist client management, sales, and operations teams with:

  • Negotiating commercial agreements. During negotiations we participate in due diligence reviews, identify potential legal issues, and craft solutions providing actionable risk mitigation strategies.  We facilitate client understanding of all contractual terms, and assist in preparing you for any post-contract concerns.  We draft term sheets and other preliminary documentation ensuring your contractual needs and preferences are identified and clearly communicated to the other party.
  • Formalizing commercial agreements. During formalization we assist clients create a contract specifying the activities entered into by both organizations and the terms through which they will each fulfill their parts of the agreement.  We ensure the contract formalizes who is buying what from whom, at what price, at whose risk, and on what timetable. It defines the responsibilities of the parties so each knows what its commitments are and provides clarity on who bears what responsibility if unforeseen eventualities occur.  We write the language of the contract, ensuring contract terms are well established should they be disputed in court.  Once completed, we make sure closing documents are organized and copies delivered to all parties.
  • Executing commercial agreements. During the execution phase, we assist in facilitating the processes and procedures of your firm that govern the execution, alteration, and termination of contracts with a number of parties, including clients, customers, suppliers, wholesalers, and contractors.  We resolve legal issues and contract interpretation matters that arise in existing commercial relationships including managing the company’s processes regarding operational agreements like NDAs and vendor agreements.  We support management audits determining both organizations’ compliance with the agreement and any possible problems that have or might arise.  If overlooked items are found during the audit, we assist in generating revisions to amend the original contract.

Commercial Transaction Contracts

Contracts support all your business commercial transactions with your suppliers and customers. They must be carefully drafted to serve your unique needs and protect your interests.  Our firm has drafted and reviewed numerous types of commercial transaction contracts for clients including:

  • Limitations of Remedies detailing the allocation of risks under the contract.
  • Limitations of Warranties disclaiming implied warranties like merchantability or fitness for a particular purpose.
  • Release of Liability Agreements used to release the company from liability in cases where an individual suffers injuries or sustains damages while participating in an activity connected to the business.
  • Sales Contracts stating what is being sold, the price, the terms, disclaimers of warranties, limitation of remedies, and jurisdiction governing disputes.
  • Service Contracts laying out the terms under which services are provided and spelling out buyer and seller responsibilities and liabilities.
  • Security Agreements pledging a debtor’s assets as collateral for a debt.
  • UCC-1 Financing Statements “perfecting” a creditor’s security interest.

A further discussion of each of these commercial transaction contracts is provided in the Contracts Section of the Blog.

Commercial Transaction Regulatory Compliance

Regulatory Compliance is achieved by establishing policies and procedures ensuring compliance and keeping records demonstrating compliance.    Non-compliance can cause fines, censures, and damage to your reputation. Our firm assists businesses adhere to the complex rules, policies and processes mandated by federal, ands state commercial transaction regulations including:

  • Antitrust regulations preventing companies from conspiring with competitors, third-party vendors, or other relevant parties to circumvent fair trade by fixing market prices, boycotting a competitor or supplier, and/or allocating markets or customers.
  • Advertising regulations requiring Ad claims to be truthful and not purposely deceptive, limiting the use of testimonials, listing out ingredients on consumer products, and establishing criteria for products claiming to be environmentally friendly.
  • Environmental Protection Regulations vary based on industry, they affect cleaning products, food, anything with claims to be natural, organic, or eco-friendly.

A further discussion of each of these commercial transaction regulations is provided in the Regulatory Compliance Section of the Blog.

Commercial Transaction Dispute Representation

Resolving commercial transaction disputes efficiently can make or break a business.  Disputes typically arise when one party involved in the commercial transaction feels they are not receiving the benefits they were promised, or when there is a loss of trust or respect between the parties.  We advise and counsel to businesses geared toward identifying the issues that led to the dispute and options for resolving or settling the dispute.  We resolve disputes via negotiation, mediation, arbitration and litigation in open court.  Our firm has represented clients in numerous commercial transaction disputes including:

  • Breach of Contract disputes arise when a contract consisting of an exchange of legally enforceable promises is formed and a party to the contract fails to perform its promises.
  • Breach of Fiduciary Duty disputes involve allegations of someone defined as a fiduciary not acting in the best interests of clients, shareholders, or investors.
  • Uniform Commercial Code Disputes arise from the sale or lease of goods in which a disagreement arises involving breach of warranty, contract interpretation, or negotiated product price.
  • Unfair Trade Practices disputes arise from fraudulent or deceptive courses of conduct by a business to get an unfair advantage over competitors.
  • Trade disparagement disputes arise when a third party a makes false and harmful statements about the products and services of a business.
  • Tortious interference disputes arise when a third party interferes with the execution of a contract they are not a party to.
  • Mechanic’s Lien disputes arise from contractors, subcontractors or suppliers seeking financial compensation for unpaid bills.
  • Debtor-Creditor Violation disputes involve violations of the Fair Debt Collection Practices Act.
  • Fraudulent Conveyance disputes involve the transfer of financial assets if the individual or business making such a transfer owes money to creditors or is in the process of filing for bankruptcy.

A further discussion of each of these commercial transaction disputes is provided in the Dispute Resolution Section of the Blog.

Contacting The Calhoun Law Firm, PLC

If our capabilities match your needs, we invite you to contact us today by one of these means:

  • Call us at 877-455-6344 to evaluate our capabilities to address your situation.
  • Submit an inquiry via our Contact Us Form to brief your situation and needs.
  • Schedule a 45-minute legal Consultation via our client portal to review your situation and potential approaches by which your objectives can be met.