Practical advice. Flat rates. Plain language.


This post in the purchase and sale of a business series discusses employees and employment matters to consider when purchasing (or selling) a business.

One of the most important parts of a business is the people doing the day-to-day work. When looking into purchasing a business, it’s important to identify and understand the needs and rights of key employees, review existing employment agreements, and consider any employment related successor liability issues that may come up as part of the transaction. We’re continuing our series on the Purchase and Sale of a Business by highlighting important employee related considerations when purchasing a business.

Identifying (and Locking Up) Key Employees

Does the business you’re purchasing rely heavily on a few key employees? Especially for service-based businesses that rely heavily on relationships, these key employees can be one of the most valuable assets for the business. Making sure you…

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Locking up Key Employees


This post in the Understanding Your Commercial Lease series discusses insurance, subrogation, and indemnification.

In this latest post in the Understanding Your Commercial Lease series we’re going to discuss insurance, subrogation, and indemnification. (Subrogation will often be grouped under the insurance provision in your lease.) The insurance, subrogation, and indemnification provisions of your commercial lease allocate risk between the landlord and the tenant (and each of their insurers).


In nearly every commercial lease you will find robust insurance requirements for the tenant that are mandated by the landlord. The tenant is going to be required to pay for insurance that will include general liability insurance, property damage insurance for the tenant’s property, business interruption insurance, automobile liability insurance, worker’s compensation insurance, and then often an umbrella policy. The landlord will often ask the tenant for insurance the…

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Insurance, Subrogation, Indemnification


In today's post we highlight important contracts for breweries to consider as the brewery operations and distribution grows.

We continue our Brewery Law 101 series by exploring some key contracts to consider when opening a brewery. Below we’ve highlighted a few key contracts for breweries. These agreements are importnat to have in place and understand in order to keep your brewery as protected as possible.

Commercial Lease Agreements

When you get to the point that it is no longer feasible to brew batches of beer in your basement, backyard, or garage, it’s time to begin exploring a commercial space to house your operations. Some important considerations (among others) to sort out as you begin hunting for the right space include: how large of a space do you need? Will you operate a tasting room or just brew beer to distribute…

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Brewery Supplier Agreements


In today's blog post, we discuss five important contract clauses that can help you more quickly and easily resolve disputes.

The purpose of executing written business contracts instead of relying on oral agreements is to manage risks and expectations. When I draft contracts, my job is to state clearly the parties’ responsibilities under an agreement. My  job is also to prepare my clients for the possibility that things take a turn for the worse and the other party fails to fulfill their promises. A major benefit of having a contract is to help you more quickly and easily resolve a dispute if it arises. Quickly and easily resolving disputes means your business will spend substantially less money dealing with dispute resolution, so it is important for your bottom line that you ensure your contracts are well drafted to prepare you for…

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Contract Clauses


In this news roundup we look at startups' fundraising, mergers and acquisitions, a commercial lease horror story, ride sharing regulations, and more

Here’s a collection of the most interesting legal and business news we found this week:

Ride Sharing

One of the big issues facing Uber has to do with the fact that auto insurance policies for individual drivers generally don’t cover damages from commercial activity, including ride-sharing through applications like Uber and Lyft. In Colorado, USAA and Farmers are now offering ridesharing insurance. Colorado is a natural testing ground for these new types of policies, as Colorado became one of the first states to explicitly authorize ridesharing services in 2014.

Startups & Funding

The big news of the day is Box’s IPO. After a shaky ride through the IPO process, Box’s IPO appears to be an initial success. It is a home run for its…

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Google Loon


We continue our series on understanding your commercial lease by discussing the tenant improvement allowance and how it benefits tenants and landlords.

Tenant improvement allowances are often one of the most important issues for a new tenant when finding and negotiating a commercial lease, especially when the tenant is a start-up. In basic terms, the tenant improvement allowance is the amount of capital the landlord is willing to put into the space for the specific requirements of the tenant’s particular use of the space. Another way of saying it is that tenant improvement allowances are the amount of money the landlord will spend to alter the structure, including on building walls and other partitions, modifying building systems, like plumbing, electrical, and HVAC, and making common space adjustments to facilitate your intended use. “Tenant improvement allowance” can mean many different things, but they…

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Tenant Improvement Allowance- Yellow Poles


In today's blog post, we discuss three mediation strategies and explain why using these strategies will increase your chances of success.

In our Alternative Dispute Resolution Series , we highlighted why mediation and arbitration are increasingly popular alternatives to litigation in business disputes. In this post, we’ll dive into three strategies you should employ when mediating a dispute.

Mediation is a commonly used alternative dispute resolution (ADR) method where parties can enlist the help of a third-party neutral (the mediator) to hopefully come to a resolution. As we discussed in our earlier post in the ADR Series, in mediation, the parties in dispute have much more control over the process than they would have in litigation. In this post, we’ll discuss how parties can take advantage of this process in order to increase their likelihood of success:

1. Separate the people from the problem

It is…

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Mountain Climbing


In this blog post, we discuss arbitration, the other very popular Alternative Dispute Resolution (ADR) method.

In our last post in the Alternative Dispute Resolution Series, we discussed the growing ADR industry and the basics of mediation. In this post, we’ll discuss the other very popular ADR method, arbitration.

In arbitration, a third-party neutral (arbitrator) hears both sides of a dispute and decides on a specific issue or award. Often, an arbitration is very similar to a trial, because the parties will present opening statements, evidence, witnesses, and closing statements. Witnesses are also generally subject to direct and cross examination. However, the biggest difference is that the arbitrator takes the place of the decision maker in a trial. After the arbitrator reviews the evidence and hears the case from both sides, he or she will issue a…

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public library


In this blog post we discuss how contingent contracts can be an important tool in reaching agreements, allocating risk, and aligning interests.

When you are negotiating an agreement, there are all sorts of ways contract discussions can break down. Often when negotiations become difficult, a contingent contract is a compromise that can lead to a mutually beneficial resolution.

What Is a Contingent Contract?

A contingent contract is an agreement in which the parties to the contract agree to different obligations depending on a future event. A common example is a non-discretionary performance bonus for an employee or manager. A simple provision awarding a non-discretionary bonus might look something like:

If Company Sells X number of units or more of Product Y in 2014, Employee will receive an additional $100,000 in compensation, payable on March 1st, 2015.

In this example, the Company agrees to provide the Employee…

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Seattle Zoning Map


Counterparts clauses are important to understand when determining whether a contract is enforceable. This post explains counterparts clauses.

We continue the Understanding Contract Terms series by explaining counterparts clauses. Most contracts include some form of counterparts clause. Counterparts clauses are important to understand when you need to determine how a contract can be executed and when it is enforceable.

What is a “Counterpart”?

Counterparts, in contract law, are one of several written papers that constitute a contract, such as a written offer and a written acceptance, both of which are separate documents, or counterparts, that together form a contract. In the internet age, it is common for two parties to execute a contract without sitting down in the same room to sign the same piece of paper. Often a contract is executed in several counterparts, each signed by a different…

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