Corporate Law

Zawisny & Zawisny provides a broad range of corporate and business services to individuals and private entities.  We assist businesses in setting up their operations while advising them on the best legal structure.
Our practice is equipped to handle entity formations such as:

• Sole Proprietorships
• General Partnerships
• Limited Partnerships
• Limited Liability Partnerships
• Joint Ventures       
• C Corporations
• S Corporations

We counsel clients through the formation process, and continue to provide legal support in connection with ongoing contractual relationships established by the business entity.  

Entity Formation

We aid in the formation and liability management of our clients. The maintenance of a business, whether it be a one-person operation or more than 500 hundred employees needs constant vigilance. It is important to have a lawyer who understands and meets your needs. Our team will assist you with all your needs from contracts to stock options.

Contracts

Forming a clear, concise, valid and enforceable contract is our key goal in serving our clients.  There are several crucial elements to forming a valid and enforceable contract:

Promise:  A contract is a promise to perform or a series of specific promises to be performed in exchange for consideration. When a contract is broken, the court of law and the contract itself supply the specific remedies for the affected parties. A contract that is well written, clear and concise takes less time to dispute and enforce. We have experience in practical applications of contracts. Our goal is to draft contracts that will protect the interests of our clientele to the full extent of the law. Zawisny & Zawisny strives to exceed expectation and anticipate the unpredictable.

We have extensive experience in contract formation including but not limited to:

• Asset Purchase Agreements                              • Confidentiality Agreements     
• Copyright License Agreements                          • Employment Agreements
• Escrow Agreements                                           • Finders Fee
• First Right of Refusal                                         • Independent Contractor Agreements 
• Letters of Intent                                                 • Non-Disclosure   
• Non-Compete                                                   • Powers of Attorney  
• Settlement Agreement                                       • Share Exchange Agreements
• Shareholders Agreements                                  • Stock Option/Stock Purchase Plans  
• Underwriting Agreements                                  • Sublease              
• Warrants and Options                                        • Tax Laws within New York and New Jersey


Offer and acceptance: When an offer is made it must be clear and directed at the other party. An offer can be freely revoked before acceptance.  However, when acceptance is given it generally cannot be revoked. Acceptance must be clear unequivocal and directed at the person making the offer. If one of the parties has misrepresented one or more elements of the contract, it is deemed invalid.

Consent: When drafting a contract between two or more parties, all parties must be of sound mind and sound body. The contract must be based upon something of measurable value. Only the parties involved can enforce the contract, this is known as "Privity of Contract". With the exemptions of real estate, guarantees and employment contracts, a spoken contract is all that is needed to form a binding and enforceable legal agreement.

In order for a contract to be valid the parties must give consent freely, absent of threat, violence, coercion, medication or substance that may affect judgment. Intoxicated, mentally disabled and minors have the option of voiding a contract at will.

Consideration: Consideration is the benefit accrued to one party at the loss of another party. Consideration is evaluated objectively and excludes objects and acts, which are "illegal" or contrary to public policy.

In the event that either party breaches the contract or a disagreement as to the validity or terms of the contract ensues between the parties, the Court can step in and resolve the dispute.  Breach of Contract occurs when one party refuses to follow through with their undertaking in the contract. Partial breach occurs when a partial amount of the contract is omitted or refused to perform.  The offended party may be awarded monetary damages or in some instances, have the contract performed.  If a breach occurs or parties reach a disagreement on the terms or validity of the contract, having a clear and comprehensible agreement will serve as best protection to the client.  

A well-written contract is Zawisny & Zawisny's specialty. We have extensive experience writing contracts that are clear, concise and thorough. We know the best defense for our client is a solid contract. It saves our client’s time and money in the event of a dispute.

Call us today at (718) 388-3330 we will be happy to assist you.