For all of your business law and contract needs, call me at 303-782-4900.

Business Lawyer and Contract Lawyer

Denver, CO

I have been practicing Business Law and Contract Law for 35+ years and I am an Inactive CPA.

Business Law

Don is uniquely qualified to help you because he has been practicing law for more than 35 years and he is a Certified Public Accountant (Inactive).
In practicing business law, I become involved in three (3) areas, which are (1) formation of a business to include buying a business or building a business, (2) maintaining a business, and (3) business succession planning.

My experience of being an attorney for more than thirty-five (35) years and being a Certified Public Accountant (Inactive) and helping hundreds of clients with their businesses help me tremendously in analyzing and resolving business law issues.

My clients are always small businesses because large businesses hire large law firms to represent them.

I form long-lasting relationships with the people and companies I represent, providing consistent, reliable, and individualized legal services aimed at meeting the specific needs of your business. I will take the time to get to know you, your goals, and your legal requirements and will guide you through every encounter with the legal system, at every stage of the life of your business.

For most of my services in the business law area, I am able to quote you a flat fee so you know what my charges will be.

Formation of a Business.

If you are starting a business, the very first step you must take is to form your entity and determine how to structure your entity if there is more than one (1) owner.

You never want to operate a business as a sole proprietor because you can be sued personally for anything happening in the business. You either want to be a limited liability company or a corporation (generally electing S Corporation status for income tax purposes).

A limited liability company is the most popular entity in which businesses conduct business. A big advantage a limited liability company has over an S Corporation is that the profits and losses may be different from the ownership. If you are an S Corporation and you and a friend each owns 50%, profits and losses must also be 50%. If you are a limited liability company and you and a friend each owns 50%, if, you may choose to receive 90% of the profits and losses and your friend may receive 10% of the profits and losses even though you each own 50%.

The difference in terminology between corporations and limited liability companies is for corporations the owners are shareholders and the persons who run the corporation are called officers, and for a limited liability company the owners are called members and the persons who run the limited liability company are called managers.

Whether you have a limited liability company or a corporation, you never sign anything with just your name. You always sign as an agent for the entity because if you just sign your name, no one knows you are acting on behalf of an entity and you may be personally liable. For a limited liability company, it is always ABC LLC, By Jane Doe Manager and never just Jane Doe. For a corporation, it is always ABC Inc. By Jane Doe President and never just Jane Doe. 

For maximum financial protection, I often recommend a double limited liability company. For example, you form ABC LLC, ABC LLC forms 123 LLC, and 123 LLC is the operating entity. Therefore, if someone sues, that person must successfully sue 123 LLC, the operating entity, and successfully sue ABC LLC, the owner of 123 LLC before trying to file a lawsuit against you, which provides you with double protection.

While do-it-yourself (DIY) entities are available online, the online companies do not know what the intricacies of your business are or the uniqueness of your business, which are important to know and analyze in making informed decisions. My suggestion is for you to retain me to form your business and I will address all of your legal issues involved in the formation and structuring of your business.

Often I will be contacted by individuals who would like to go into business together. They are usually very optimistic, believe everything will be great, believe they will be successful and believe their business will make lots of money for them to share. I have a very frank, honest conversation with them about partnerships and partners. I inform them that I am very positive and not negative, but that, practically, most partnerships do not work out over time because (1) one person works harder than the other and that person feels bad because that person feels he or she is carrying the partner, or (2) one person may bring in more revenue and decides why should he or she share the revenue. I have seen some partnerships work out over a long period of time but that is usually because the business is wildly successful and lots of money solves problems. I inform my clients that the more they communicate in the beginning about all of the issues, the more likely their partnership will work out. I advise them to take the very simple step of making a detailed list of what each will be doing and what the expectations are of each partner for the other.

One of the most common reasons of a business failure is being undercapitalized. Therefore, at our initial meeting I will discuss with you how much capital you believe your business will need, what will be the sources of the capital, and what will you do if an emergency or an unknown situation occurs that requires additional capital.

After you form your entity, you have the choice of (1) building your business or (2) buying a business.

Call me and I will help you through all of the issues involved in starting your business, forming an entity for your business, structuring the entity if you are not the only owner, and protecting you in buying a business if that is the direction in which you would like to go. I would really like to be your business attorney.

Maintaining a Business

Once you are up and running your business, you must be careful to maintain your business from a legal perspective.

I am able to serve as outside legal counsel for your company and provide you with good legal advice whenever you need it without you having to hire a full-time general legal counsel.

I will assist you with drafting, reviewing, and enforcing your business contracts tailored to your company’s specific needs. Business contracts are the backbone of companies. Therefore, your contracts need to be able to stand the rigors of scrutiny that can come with breach of contract claims from the parties to your company’s contract.

I will prepare “template contracts” for your business. The most common examples are contracts for the sale of goods or contract for services to be performed. I prepare a template and you insert the specifics to include the name of the other party, services to be performed or goods to be sold, term of the agreement, the amount charged, and payment terms.

I will also perform a legal audit. My comprehensive review will ensure that your contracts are legally binding and enforceable, and protect your company’s interests.

The benefits of having a good, customized business contract that I will prepare for you include:

1. Clear and unambiguous provisions of the contract.
2. A contract that is enforceable based upon its provisions.
3. Protection against potential disputes and conflicts.
4. Legal compliance with Colorado business law.
5. Minimization of business risks and liabilities.
6. Allow you to manage risks by specifying the responsibilities and liabilities of each party involved by clearly outlining expectations, deadlines, and deliverables, which minimize the potential for disputes and help ensure that your business operations will continue to run smoothly.
7. Provide financial security with a contract that has clear payment terms and conditions to ensure that both parties are aware of their financial obligations.
8. Peace of mind knowing that you have a good, strong contract and your business interests are protected and safeguarded.

I always recommend an umbrella insurance policy for my business clients and for the owners of my business clients. An umbrella policy provides additional insurance coverage beyond the primary coverage. The premium for an umbrella policy is very reasonable.

Business Succession Planning.

The best business succession plan is to sell your business to a third party for a sales price that reflects the value of your business and rewards you for all of your hard work in building your business into a successful business.

The least favorite option is to have problems with a partner and have to go through a “business divorce.” A “business divorce” is often no easier than dissolving a marriage. These cases add emotional tumult to the complicated and protracted process of untangling personal relationships, finances, future business rights, and a host of other issues.

“Business divorces” almost always involve people who have known each other for many years, and, often, are members of the same family.

I often recommend that the participants of a “business divorce” retain a very good mediator to help them through the legal, and sometimes emotional, issues.

If you are going through a “business divorce,” call me and I will help you. I am very practical in helping resolve all of the issues in a “business divorce.”

If you are ready to close the doors because you are unable to find a buyer, I will help you with the steps of having your business go defunct. Unless there is a really good reason to dissolve your entity (and I have found any such reason to be exceedingly rare), I will recommend that you do not dissolve your entity but instead simply go defunct (no longer conducting business). If there is a lawsuit that is filed, you want the protection of your entity and if your entity is dissolved, there may be many issues.

Commercial and Small Business Law Practice Areas.

My practice in business law includes the following areas:

30. Preparation of a non-disclosure agreement.
31. Preparation of a commercial contract.
32. Preparation of a business transaction.
33. Preparation of a mergers & acquisitions agreement.
34. Preparation of a partnership agreement.
35. Preparation of a guarantee.
36. Preparation of a promissory note.
37. Preparation of a lending agreement.
38. Compliance.
39. Due diligence.
40. Licensing.
41. Business torts.
42. Unfair business practices.
43. Partnership disputes.
44. Breach of contract.
45. Business succession.
46. Business dissolution.
47. Business disputes.
48. Banking & finance.
49. Incorporation and restructuring.
50. Business licenses & permits.
51. Shareholder disputes.
52. Member disputes.
53. Business transactions.
54. Commercial contracts.
55. Employment law.
56. Mergers & acquisitions.
57. Partnership agreements.
58. Business disputes.
59. Professional corporations.
60. Professional limited liability companies.

I practice business law in the State of Colorado and in:

Lyons
Montrose
Morrison
Nederland
Northglenn
Parker
Salida
Sheridan
Silverthorne
Sterling
Strasburg
Steamboat Springs
Superior
Telluride
Thornton
Trinidad
Vail
Westminster
Wheat Ridge
Windsor

Business Transactions

Don will guide you through your business transaction, advise you how to protect yourself, help you make informed decisions, and prepare all necessary documents that are required for your protection.

Colorado Contract Lawyer

For contracts, I become involved in three (3) areas, which are (1) drafting and preparing contracts, (2) reviewing and negotiating contracts, and (3) enforcing contracts and handling disputes involving a breach of a contract.

My experience of being an attorney for more than thirty-five (35) years and being involved with many contractual matters during my legal career help me tremendously in analyzing and resolving contract issues.

Contracts in General.

As a general rule, the more detailed a contract is the better because you do not want any ambiguities in a contract when interpreting the provisions of a contract.

A contract is only as good as the other party to the contract. You and I may prepare a great contract with substantial protective provisions but if a person is going to try to “screw you” (legal term), the party will try to screw you, and make your life miserable, no matter what the contract states. Therefore, you must always try to find out about the other party’s reputation, integrity, trustworthiness, and honesty before signing a contract. I even give such basic advice as to my clients to treat the other party to dinner and see how she or he treats servers.

Drafting and Preparing Contacts.

Instead of me reviewing an agreement, it is almost always more time-efficient (less attorney fees) if I prepare the agreement instead of taking the time to review the other side’s agreement, comment on what changes should be made, and then reviewing the changes to confirm that the changes are made. Further, if I prepare the agreement, we make sure that all of the concepts that we would like included in the agreement are included. Finally, if the other side would like changes to the agreement that I prepare, we may analyze the requested changes and why the other party would like the changes.

I am often asked to prepare “template contracts” for clients to use routinely as part of their on-going business operations. The most common examples are contracts for the sale of goods or contract for services to be performed. I prepare a template and my client inserts the specifics to include the name of the other party, services to be performed or goods to be sold, term of the agreement, the amount charged, and payment terms.

It is much more cost-effective (less attorney fees) to take the necessary time to draft a contract correctly from the start, rather than deal with litigation in the future regarding the contract’s terms.

There are common concepts that I include in all contracts that I prepare and they include:

ENTIRE AGREEMENT:  This document contains the entire agreement between the parties concerning the subject matter hereof, and no representations, inducements, promises or agreements, oral or otherwise, between the parties with reference thereto and not embodied in this document shall be of any force or effect.  (This is an extremely important concept because both parties need to be protected from the other side claiming that there is a “side deal” not in the agreement. If a concept is not in the agreement it is not enforceable).

ATTORNEY FEES AND COSTS:  If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall recover reasonable attorneys’ fees and all other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. (This is an extremely important concept because in Colorado, the general law is that each side pays his, her, or its own attorney fees unless (1) there is a statute that states otherwise or (2) an agreement states otherwise.  Very few situations involve a statute that allows attorney fees and if the contract is silent, without the above concept, each party pays his, her, or its own attorney fees).

GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction). (This is an extremely important concept because whose state’s laws apply may severely impact the law applied and the outcome of the controversy. For example if the issue is a covenant not to compete, the State of Colorado has a specific statute that governs covenants not to compete and the enforceability, The state of California basically states covenants not to compete are void and not enforceable, and the state of Texas looks at if the covenant not to compete is reasonable.)

CONSTRUCTION.  The rule of strict construction shall not apply to this Agreement.  This Agreement shall not be interpreted in favor of or against either party merely because of their respective efforts in preparing it. (This is an extremely important concept because if there concept is not included in an agreement and there is an ambiguity in the agreement, the ambiguity is construed against the maker of the agreement).

SEVERABILITY:  In the event that any part of this Agreement is determined to be invalid or unenforceable, the remaining provisions of the Agreement shall continue in full force and effect.  If any provision of this Agreement is found to be invalid because it is unreasonably restrictive, the parties agree that  such lesser restriction which is valid shall be substituted for the invalid provision. (This is an extremely important concept because if one part of the agreement is not valid, you do not want that one part to invalidate the entire agreement).

MODIFICATION: This Agreement can be changed or modified only in writing and if consented to and executed by all of the parties hereto. (This is an extremely important concept because you do not want the other side to falsely state the agreement was modified orally).

NOTICES: All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given within seventy-two (72) hours after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly  addressed to each party at the following addresses, or to such changed address as such party may have fixed by written notice in the same manner as notice is to be given:

NAME AND ADDRESS                                       

NAME AND ADDRESS                                      

or by personal service. (This is an extremely important concept because you want to state how notice is given from one party to the other if there is a problem concerning the agreement. Email is not a good form of communication unless the sender requests that the recipient affirmatively states that the email was received).

COUNTERPARTS:  This Agreement may be simultaneously executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.

SUCCESSORS AND ASSIGNS:  This Agreement shall be binding on, and shall inure to the benefit of, the parties to it, and their respective heirs, legal representatives, successors and assigns.

CAPTIONS, HEADINGS AND PARAGRAPH TITLES:  All captions, headings and paragraph titles of this Agreement are for convenience only and not to be otherwise used for interpretation or defining any of the provisions hereof.

For contracts, I also consider whether paragraphs for mediation and arbitration should be included. Mediation is where the parties choose a good mediator and the mediator’s goal is to help the parties reach a settlement. If the parties do not reach a settlement agreement, the mediation is not binding on either party. Arbitration is binding on the parties and is a substitute to filing a lawsuit to resolve disputes. The parties choose an arbitrator (or maybe more than one (1) if the dispute involves a large amount of money), the parties present their case to the arbitrator and the arbitrator makes the decision. The arbitration decision may not be appealed, unlike a trial judgment which may be appealed. Arbitration is generally less expensive for attorney fees and will be quicker than filing a lawsuit it court.

One important issue when preparing and reviewing contracts is whether the contract may be assigned by either party. For personal services contracts, you never want to allow the contract to be assigned.

While do-it-yourself (“DIY”) contracts are available online, they are often not tailored to your unique circumstances. Several times I have had to “clean up” the mess caused by a DIY contract. To ensure your contract is legally enforceable and is tailored to your situation, you should have me prepare your contract.

A written contract provides clarity and ensures that all parties involved understand the terms and conditions of their agreement and helps prevent misunderstandings and disputes that can arise from verbal agreements. In Colorado, verbal agreements are just as enforceable as written agreements. The problem with verbal agreements is proving what the provisions of the verbal agreement are if the parties disagree about what the provisions of the verbal agreement are.

When you come to me for assistance with your contract, you will have peace of mind knowing that your contract is thorough and legally enforceable in a court of law. If you have me prepare your agreement, you will have a contract which is detailed, clear, and enforceable in the event the other party breaches your agreement. You want to make sure you protect yourself as much as possible.

Reviewing and Negotiating Contracts.

The very first question I ask clients when they call and ask me to review a contract is what the agreement states about which state’s laws control.

If the laws of the State of Colorado control, I am able to review and comment on the agreement. If the agreement states that the laws of another state control, I am unable to review and comment on the agreement since I am only licensed in Colorado and I do not know the laws of the other states. An attorney who practices in the state whose laws apply would need to be retained.

My approach when you ask me to review your agreement is (1) I carefully review your agreement in great detail (I am very detail-oriented), (2) I prepare a comment letter stating what I see and what concerns I have (3) you and I review my comment letter together and we revise it as necessary (I may point out issues and you may state you are not concerned about a specific issue), and (4) you or I send my revised comment letter to the other side for the other side’s response.

When you are negotiating an agreement, you do not start out with a position where you would like to end up because many people feel the need to negotiate and you end up negotiating from where you would like to end up instead of negotiating to end up where you would like to be. A simple example is if you would like to purchase a vehicle and are willing to pay thirty thousand dollars ($30,000.00) for it, you start at forty thousand dollars ($40,000.00) and negotiate down from there instead of starting at thirty thousand dollars ($30,000.00) where you will end up negotiating down from where you would like to be and ending up at twenty-five thousand dollars ($25,000.00).

Enforcing Contracts and Handling Disputes Involving Contracts and Breach of a Contract.

Contract disputes and breaches can occur through negligence, ignorance, ambiguity of terms and conditions, unforeseen circumstances, or through deliberate refusal to adhere to the contract’s terms. I will help you conduct a thorough investigation into the matter to collect and document evidence in which to build your case.

If there is a dispute involving a contact, I always advise my clients to make sure that they have a very good paper trail. If a matter ends up in court, generally the person with the better paper trail will prevail.

The first step in getting a handle on the dispute is to sit down and get the facts in order. Even before responding to the dispute, it helps to gather your thoughts by answering the following questions about the contract.

As part of creating a good paper trail, you should think through the following matters, and obtain documents to support the answers to the questions:

6. What has occurred between the parties since the dispute arose (letters, phone calls, emails, text messages)?
7. WHow long did the parties abide by the terms of the contract before the dispute arose?
8. Is the dispute a genuine disagreement with the other party acting in good faith or does the other party have a hidden agenda?

Contract Remediation

I will also help you analyze what your remedies are for the other side’s breach of agreement. Your remedies may include damages (money) or the right to an order that the other party do something it refuses to do or to stop doing something that it refuses to stop doing.

If you believe your contract has been breached or you have a dispute with the other party concerning its performance, the contract terms, or some other issue, I have the substantial legal experience you need to fully address it. I will work diligently to help you resolve the matter as efficiently and beneficially as possible.

Samples of Types of Contracts In Which I Become Involved

16. Preparation of an independent contractor agreement.
17. Preparation of a settlement agreement.
18. Preparation of a financing agreement.
19. Preparation of a business agreement.
20. Preparation of a personal agreement.
21. Preparation of an assignment of contract.
22. Preparation of a security agreement.
23. Preparation of a franchise agreement.
24. Preparation of a warranties agreement.
25. Preparation of a power of attorney.
26. Preparation of a non-disclosure agreement.
27. Preparation of a commercial contract.
28. Preparation of a business transaction.
29. Preparation of a mergers & acquisitions agreement.
30. Preparation of a partnership agreement.

I draft contracts, prepare contracts, analyze contracts, negotiate contracts, review contracts, interpret contracts, analyze breach of contracts, and enforce contracts in:

Lyons
Montrose
Morrison
Nederland
Northglenn
Parker
Salida
Sheridan
Silverthorne
Sterling
Strasburg
Steamboat Springs
Superior
Telluride
Thornton
Trinidad
Vail
Westminster
Wheat Ridge
Windsor.

Business Contract Law

There is a myriad of types of contracts. Broadly, contracts concern either (1) a business or (2) a personal matter. Each situation is unique based upon its own set of facts. The key with contracts is to have the experience to determine what the issues are for each contract, to review those issues, to resolve them, and to articulate them in a written contract. Don has the experience needed to prepare good contracts which will protect you.

Don has experience in the following contract areas:

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