Key points
- Texas courts enforce contracts as written. Unclear or missing terms are resolved by the court, not by what you meant.
- Fee, venue, governing-law and arbitration clauses decide how expensive a future dispute will be.
- Limitation-of-liability and indemnity provisions must be conspicuous and specific to be enforced in some situations.
- A so-called liquidated damages clause that operates as a penalty is unenforceable. We’ve had one invalidated in federal court, saving our client more than $250,000.
Contracts we draft and negotiate
| Agreement | What it does |
|---|---|
| Sales and purchase agreements | Clear terms, prices, delivery and warranties for buyers and sellers. |
| Master service and services agreements | Scope, statements of work, change control, acceptance and payment. |
| Supply and distribution agreements | Pricing, minimums, exclusivity, territories and termination. |
| Non-disclosure agreements | Protect confidential information in negotiations and collaborations. |
| Employment, contractor, non-compete and non-solicitation agreements | Define roles and compensation, and protect customers and trade secrets within Texas limits. |
| IP licensing and assignment agreements | Ownership and permitted use of trademarks, copyrights and know-how. |
| Partnership, shareholder and LLC operating agreements | Management, capital, distributions, transfers and buy-sell rights. |
| Asset and stock purchase (M&A) agreements | Price, representations, indemnities, earn-outs and closing conditions. |
| Real property agreements | Commercial purchases and leases (see commercial leases). |
What makes a good business contract
- Clear, unambiguous language that leaves no room for competing interpretations;
- Complete terms: scope, deliverables, timelines, payment, acceptance, and what happens when things change;
- Enforceability under Texas law, including the statute of frauds, express negligence and conspicuousness requirements for indemnities, and Texas non-compete rules;
- Realistic risk allocation: warranties, limitation of liability, indemnity and insurance that match the deal; and
- A dispute plan: notice and cure, fee-shifting, venue in Harris County, and mediation or arbitration where it makes sense.
Send it before you sign.
A contract review costs a fraction of a contract dispute. We’ll flag the terms that matter and propose redlines you can take back to the table. Book a discovery call.
Contract review and negotiation
Most businesses sign the other side’s paper. We review those agreements quickly and prioritize what to push back on, usually payment terms, liability caps, indemnity, IP ownership, termination rights, auto-renewals and venue, so you can negotiate efficiently without slowing the deal.
When contracts turn into disputes
Even good contracts get breached. Common disputes include non-payment, performance and quality disputes, breach of warranty, interpretation disputes, force majeure, misrepresentation, partnership and shareholder conflicts, and IP ownership. When that happens, our breach of contract and business litigation practice takes it from there, often starting with a demand letter that satisfies Texas pre-suit presentment requirements for recovering attorney’s fees.
Choosing the right firm
Look for Texas contract experience, a litigation track record, clear communication, transparent fees and a proactive approach. At Hayes Hunter PC, you’ll work directly with an experienced attorney who understands both how deals are made and how they’re litigated.