Expert drafting of vendor, supplier, partnership, and operating agreements in New York. Protect your business relationships. Call 201-282-0503.
We understand that business agreements are not interchangeable documents — each relationship and transaction requires a carefully tailored agreement that reflects the specific circumstances, obligations, and risks involved. Our attorneys combine deep knowledge of New York business law with practical commercial experience to deliver legally sound agreements, professionally drafted, and built to protect your interests over the long term.
Clearly defined rights, responsibilities, and obligations for all parties.
Explicit dispute resolution mechanisms that reduce the risk of costly litigation.
Legally enforceable terms that hold up in New York State courts.
Protection of confidential information, intellectual property, and proprietary processes.
A professional foundation for every business relationship that instills confidence in all parties.
We begin by understanding the nature of the relationship, the parties involved, the scope of the commercial arrangement, and any specific legal requirements or concerns. This allows us to identify the most appropriate agreement type and structure for your situation.
Your assigned attorney drafts a fully customized agreement based on your instructions, applicable New York law, and best practices for the specific agreement type. Every clause is intentionally drafted — we do not use generic templates or boilerplate language that may not serve your interests.
We present the draft agreement to you for review, explaining every material term in plain language. If the agreement is subject to negotiation with the other party, we provide strategic guidance and, where required, engage directly with opposing counsel to reach mutually acceptable terms.
When an LLC in New York operates without a written operating agreement, it doesn’t operate in a legal vacuum, it becomes governed by the default provisions of New York’s LLC Law, and these defaults rarely match what the members actually intended. Under the default rules, profits, losses, and distributions are generally allocated based on each member’s capital contribution, regardless of how much time, labor, or expertise different members actually put into the business, which frequently creates disputes when one partner contributed more effort than capital. Major decisions, including admitting a new member or approving actions outside the ordinary course of business, typically require unanimous member consent under default rules, meaning a single disagreeing member can block decisions the rest of the business wants to move forward with, an outcome most founders never intend when they start a company together.
The default rules also govern what happens when a member wants to leave the business, and without a written agreement specifying otherwise, a member’s dissociation can trigger unexpected consequences for the remaining owners, including disputes over how that member’s ownership interest is valued and paid out. New York courts generally enforce whatever the operating agreement says, but in its absence, they apply the LLC Law’s default framework strictly, even when the outcome clearly doesn’t reflect what the members would have chosen if they’d addressed the issue directly. This is why an operating agreement functions less as a formality and more as a business’s only real opportunity to override default terms that may not serve its actual interests.
Partnership agreements and LLC operating agreements are among the most important documents a business will ever execute. These agreements define how decisions are made, how profits and losses are allocated, how disputes between partners are resolved, and what happens when a partner wishes to exit the business. Without a properly drafted agreement in place, these situations are governed by New York State’s default rules — which rarely reflect the actual intentions of the parties involved.
Our attorneys draft partnership and operating agreements that are comprehensive, unambiguous, and tailored to the specific arrangements and objectives of each business relationship. Whether you are forming a new partnership, adding a partner to an existing business, or restructuring your LLC’s management and ownership, our team provides the legal expertise to ensure the agreement reflects your intentions and protects your interests under New York law.
Most partnership and LLC disputes that end up in litigation trace back to one missing element: no clear plan for what happens when a partner wants out, is forced out, or passes away. A well-drafted agreement includes a buy-sell provision that establishes, in advance, how a departing member’s ownership interest will be valued and purchased, removing the need to negotiate these terms in the middle of an already difficult situation. Valuation methods vary, some agreements specify a fixed formula tied to revenue or EBITDA, others require an independent appraisal at the time of the triggering event, and choosing the wrong method for a given business can result in a valuation that’s unfair to either the departing member or those remaining.
Triggering events matter just as much as valuation methods, since a comprehensive agreement addresses voluntary departure, involuntary removal for cause, disability, divorce, and death, each of which may call for different terms, and a right of first refusal provision often gives remaining members the option to purchase a departing member’s interest before it can be sold to an outside party, preventing an unwanted third party from becoming a business partner. Without these provisions negotiated in advance, when a triggering event, whether an unresolvable dispute or a partner’s unexpected death, actually occurs, the business is left resolving high-stakes financial and ownership questions under pressure, often through costly litigation that a properly drafted agreement would have avoided entirely.
We work proactively to safeguard your interests from drafting airtight contracts and recovering unpaid debts to advising startups and established enterprises on regulatory compliance.
