Commercial Contracts
Pennsylvania Commercial Contract Lawyer
A Pennsylvania commercial contract lawyer helps your business put its agreements in writing, review terms before you sign, negotiate deals, and enforce or defend a contract when a dispute arises. Every business agreement, whether with a vendor, client, partner, or employee, creates a legal relationship, and the clarity and enforceability of that agreement determine how well your interests are protected. Ratliff Jackson LLP drafts, reviews, and litigates commercial contracts under Pennsylvania statutes and case law for companies ranging from small businesses to mid-sized enterprises.
Talk with a commercial contract lawyer about your agreement. Call (856) 209-3111 or email intake@ratliffjackson.com.
Commercial Contract Drafting
We draft agreements built around how your business actually operates, structured to reflect your position and reduce the likelihood of a later dispute. Rather than adapting a generic form, we write terms that match the transaction, the industry, and the level of risk involved.
Agreements we draft include:
- Master service agreements
- Vendor and supplier contracts
- Sales and purchase agreements
- Commercial lease agreements, reviewed from the landlord or the tenant side
- Employment and independent contractor agreements
- Non-disclosure agreements
- Franchise agreements
- Distribution agreements
- Software and licensing contracts
Commercial Contract Review
Before you sign, we examine the agreement for the terms that carry the most consequence and explain in plain language what you are agreeing to. Our review covers:
- Compliance with Pennsylvania commercial law
- Risk allocation, including indemnity, warranty, and limitation of liability
- Payment structures and deliverables
- Termination and renewal terms
- Arbitration, choice of law, and jurisdiction provisions
- Clauses that could expose your business to unexpected liability
Commercial Contract Negotiation
We represent businesses in negotiations across a range of relationships, whether you are closing a new deal or restructuring an existing one. We work to protect your leverage while keeping the relationship intact. We negotiate opposite:
- Vendors and suppliers
- Commercial landlords
- Service providers
- Business partners
- Joint venture participants
Breach of Contract: Enforcement and Defense
When another party fails to meet its obligations, or when your business is accused of a breach, we pursue and defend contract claims under Pennsylvania law. Depending on the contract and the facts, available remedies include compensatory damages, specific performance, rescission, and restitution.
Our pre-litigation and litigation services include:
- Demand letters and negotiation
- Mediation and arbitration where the contract requires it
- Suit in the Pennsylvania Court of Common Pleas or the United States District Court for the Eastern, Middle, or Western District of Pennsylvania
- Claims for damages, specific performance, and restitution
Pennsylvania Law That Governs Your Contract
Pennsylvania contract law begins with the common-law elements of formation: offer, acceptance, consideration, and mutual intent to be bound. Beyond formation, several statutes and standards determine whether a particular agreement is enforceable and how a court will read it.
Statute of Frauds
Certain agreements must be in writing to be enforceable. A contract for the sale of goods priced at $500 or more must be in writing, a lease of real estate for a term longer than three years must be in writing, and an agreement that cannot be performed within one year must be in writing. A promise to answer for the debt of another falls under the same requirement.
Governing law: 13 Pa.C.S. Section 2201 (sale of goods, $500 or more); 33 P.S. Section 1 (interests in real estate); 68 P.S. Section 250.202 (real estate leases longer than three years).
Non-Compete and Restrictive Covenants
Pennsylvania disfavors non-competes as restraints on trade and enforces them only when they are ancillary to an employment relationship or the sale of a business, supported by adequate consideration, reasonable in duration and geographic scope, and designed to protect a legitimate business interest. Consideration is the frequent problem. A covenant signed when an employee is hired is supported by the job itself, but a covenant a current employee is asked to sign requires new consideration beyond continued employment, such as a raise, promotion, or bonus. A separate statute now limits non-competes for certain health care practitioners.
Governing authority: Socko v. Mid-Atlantic Systems of CPA, Inc., 633 Pa. 555, 126 A.3d 1266 (Pa. 2015); Fair Contracting for Health Care Practitioners Act, Act 74 of 2024, effective January 1, 2025.
Contract Disputes We Handle
Not every deal goes as planned. We represent businesses on both sides of disputes involving:
- Breach of payment or performance
- Non-compete and non-solicitation disputes
- Commercial lease breaches
- Unfulfilled service agreements
- Faulty goods or services
- Misrepresentation or fraud
- Partnership and shareholder disputes
We work to resolve these matters through negotiation, mediation, or litigation, depending on what the situation calls for.
Industries We Serve
We provide contract services across sectors, tailoring each agreement to the regulations, standard practices, and risk tolerance of the industry:
- Construction and trade contractors
- E-commerce and retail
- Technology startups
- Real estate developers and property managers
- Healthcare and medical offices
- Professional services, including law, accounting, and consulting
- Manufacturing and logistics
- Nonprofits and religious organizations
Frequently Asked Questions
Not always. Many contracts are enforceable even when they are oral. Certain agreements, however, must be in writing under Pennsylvania's statute of frauds. A contract for the sale of goods priced at $500 or more must be in writing under 13 Pa.C.S. Section 2201, and a lease of real estate for a term longer than three years must be in writing under 68 P.S. Section 250.202. An agreement that cannot be performed within one year, and a promise to answer for the debt of another, must also be in writing. We review your agreement to determine whether a writing is required and whether yours satisfies the statute.
A generic template often fails to address Pennsylvania requirements and may contain terms that are ambiguous or unenforceable. We tailor each contract to your business, your industry, and the specific risks of the transaction, so the agreement reflects what you actually intend.
Depending on the terms and the facts, you may be entitled to compensatory damages, specific performance, rescission, or restitution. We can begin with a demand letter and negotiation, move to mediation or arbitration if the contract requires it, and file suit in the Pennsylvania Court of Common Pleas or the United States District Court for the Eastern, Middle, or Western District of Pennsylvania when litigation becomes necessary.
Pennsylvania disfavors non-competes as restraints on trade and enforces them only when they are ancillary to employment or the sale of a business, supported by adequate consideration, reasonable in duration and geographic scope, and designed to protect a legitimate business interest. Consideration is the frequent problem. A covenant signed when an employee is hired is supported by the job itself, but one a current employee is asked to sign requires new consideration beyond continued employment, such as a raise or promotion, under Socko v. Mid-Atlantic Systems of CPA, Inc. Non-competes for certain health care practitioners are separately limited by the Fair Contracting for Health Care Practitioners Act, effective January 1, 2025. We draft covenants built to satisfy these standards.
Most standard reviews take a few business days. Complex or multi-party agreements can take longer. Expedited review is available when your deadline requires it.
Related Business Law Pages
Resources
Do not leave your business exposed to a generic agreement or a verbal deal. Whether you are drafting your first contract or responding to a serious breach, we are ready to help you put clear, enforceable commercial contracts in place under Pennsylvania law.
Call (856) 209-3111 or email intake@ratliffjackson.com to speak with the firm.