A contract is the rulebook for a business relationship, and most disputes come down to what the document said, or failed to say. Reviewing a contract before signing lets a business owner understand the commitments, ask for changes and decide whether the risks are acceptable. After signing, the options are much more limited. In Tennessee, written contracts are generally enforced as written, and a party who signs without reading may still be bound.
Parties and scope. The agreement should name the correct legal entities and describe exactly what each side will do, by when and to what standard.
Payment. Look at the amount, due dates, late charges, deposits, change orders, and any right to withhold payment.
Term and termination. How long does the contract last, does it renew automatically, and how can either party get out of it?
Personal guaranties. Lenders, landlords and suppliers often ask the owner of a small business to guarantee the company’s obligations personally. A guaranty can undo the protection that an LLC or corporation is meant to provide.
Indemnity and liability limits. These clauses decide who pays if something goes wrong, and how much.
Dispute resolution. Look for clauses that choose the court or county where a lawsuit must be filed, require arbitration or mediation, or award attorney fees to the winner. These clauses can affect cost and convenience as much as the underlying dispute.
Tennessee generally gives a party six years from the date a cause of action accrues to bring a lawsuit on a contract, unless a more specific statute or the contract itself sets a different period. Some contracts shorten the time to bring a claim or require written notice of a problem within a set number of days. These provisions can be easy to overlook and difficult to fix later.
We review and negotiate commercial leases, vendor and customer agreements, construction contracts, partnership and operating agreements, and similar documents for small businesses. Our attorneys explain the terms in plain language and suggest changes. Austin Maness focuses on small business and construction matters. If you are starting a company, see forming an LLC. For contracts in the building industry, see construction disputes. If a contract has already been breached, see business litigation.
Review reduces the risk of surprises and makes the parties’ obligations clearer.
Our only office is in Clarksville, and we handle matters for clients in Montgomery County (Clarksville), Stewart County (Dover), Houston County (Erin), Robertson County (Springfield), and Cheatham County (Ashland City). If a contract names a county for lawsuits, it can decide which court hears a dispute, so that clause is worth reading closely.
Call to schedule a consultation about a contract you are considering.
Office: 233 Dunbar Cave Road, Suite A, Clarksville, TN 37043 · Monday–Friday, 8:30 AM–5:00 PM
Email: [email protected] · Fax: (931) 645-1890
Contacting the firm does not create an attorney–client relationship. Please do not send confidential information until a relationship has been established. General information on this page is not legal advice, and every situation is different. Past matters do not predict the outcome of any future matter.