Minneapolis Contract Lawyers

Minnesota contracts govern various types of relationships and promises between people or businesses. Attorneys at Thompson Hall Santi Cerny & Katkov are experienced in contract drafting, contract analysis and negotiation, and contract litigation.

Contract Drafting

Having an attorney at the contract drafting stage is important. This is your opportunity to minimize future problems and expenses. The better the contract, the less likely there will be a dispute about it in the future.

Our attorneys will listen to your goals, your plan, and draft a contract for you that best protects your interests and prevents future disputes and litigation. It is important for every aspect of the agreement to be clear and to cover all potential agreements related to the particular parties involved.

Contract Analysis and Negotiation

You may be interested in entering an agreement with another party who has already drafted a contract. Generally, the other party has only his or her own interests in mind when drafting the agreement, and has no interest in protecting you. It is imperative that you have an attorney review the contract, propose changes that will protect you and your interests, and negotiate those changes.

Contract Litigation

Our attorneys are also experienced contract litigators. When there is a dispute over a contract, or one party to the contract has breached his or her agreement, and settlement seems unlikely, it may be appropriate to initiate a lawsuit.

Our attorneys will sit down with you and learn all the facts of your case. We will draft, serve, and file the Summons and Complaint, initiating the lawsuit. Next, we will conduct discovery, or the gathering of information in the possession of the other party, in order to anticipate the other party’s strategy and find evidence to support your claims. Courts often require the parties to attend mediation to try to settle their disputes before trial. If the case does not settle at mediation, our experienced attorneys will represent you at trial by presenting evidence in the form of the testimony of your witnesses and documents, object to improper presentation of evidence by the other party and his or her witnesses, and argue both the law and facts to the judge and possibly the jury.

Our Attorneys Working Toward Your Goals

Our attorneys have been working in the area of contract law for years and believe it is important to listen to the client in order to reach the client’s goals.

Everyone wants to know that the contract they are about to sign is says exactly what they thought it said and nothing more. If you are entering into an agreement with another party and want a contract drafted or reviewed, we will make sure that all of your concerns are addressed.

When contracts lead to disputes, some people want to litigate their case and have a no-nonsense judicial determination. Others want to attempt negotiation, mediation, arbitration, and settlement in an effort to enforce their rights while minimizing costs. Regardless of the strategy you wish to put in motion, our attorneys will listen to you and explain each step in the process.

Related Posts

Negligent Misrepresentation in Minnesota

Negligent misrepresentation in Minnesota is defined in state law. Commonly litigated issues arise over whether defendants owe a duty of care. Defenses to the claim include primary assumption of risk and comparative negligence. Recovery for a negligent misrepresentation claim is limited to compensatory damages. A person is liable for negligent misrepresentation when in the course of

“Apparent Servants” and Making Appearances Matter:
A Critique of Bagot v. Airport & Airline Taxi Cab Corporation

This is a guest article from Professor Daniel Kleinberger. Prof. Kleinberger is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the MSBA Business Law Section Task Force that developed the Professional Firms Act and the principal drafter of the act. Your adult son, though employed, is

Corporate Formalities and Contracts

Honoring Corporate Formalities Langford Tool & Drill vs. The 401 Group, LLC, et al. No. A14-0507 (Minn. Ct. App. 2015) In Langford Tool & Drill vs. The 401 Group, LLC, an unpublished decision, the Minnesota Court of Appeals reiterated the necessity to honor corporate formalities so one does not trigger personal liability. The facts were

Liquidated Damages Clause: Unjustified Penalty or Enforceable?

If one were to peruse a number of contracts, he or she should not be surprised to find that a majority of the contracts would have what is called a “liquidated damages clause.” They usually look something like this: If the Hotel over-books, then, within 14 days of the occurrence of over-booking, the Hotel shall

Minnesota Recently Amended its Termination of Sales Representatives Act

The Minnesota legislature enacted the Minnesota Termination of Sales Representative Act to give certain rights to sales representatives and provide some ground rules to govern the relationship between manufacturers and sales representatives with territories in Minnesota. Minnesota Statute § 325E.37, Minnesota Termination of Sales Representative Act (“TSA”), controls both express and implied contract, oral and

Tortiously Interfering with a Contract

Minnesota Supreme Court: Sysdyne Corp. v. Rousslang, et al. --- N.W.2d --- (Minn. 2015) Incorrect Legal Advice Justification for Tortiously Interfering with a Contract? The Minnesota Supreme Court recently held in Sysdyne Corp. v. Rousslang, et. al., that “[t]he justification defense against a claim of tortious interference with contract may be satisfied by a defendant’s

Choice-of–Law Provisions in Employment Contracts

Minnesota Court of Appeals: Volkman v. Hanover Investments, Inc. 843 N.W.2d 789 (2014) This case involves a question of personal jurisdiction when “choice of law” provisions in contracts are at play. Susan Volkman was employed by One Call Concepts (“OCC”) in Minnesota from 1984 until 2010. Volman was employed pursuant to an employment agreement entered

Important Provisions for Supply and Manufacturing Agreements

Agreements between vendors and buyers are of the utmost importance because these agreements will define the relationship between the parties, have clear goals and objectives, and save both parties money in resolution of a dispute if it should arise. Below are some key questions addressing important components of agreements that should be answered to ensure

Unenforceable Fiduciary Duty Limitations

The Significance of Triple Five v. Simon for Partnership Law in Minnesota The saga of the Triple Five decisions has great significance for partnership law in Minnesota. The case greatly expanded the application of fiduciary duties.231 Moreover, it bolstered courts’ equitable authority to rewrite partnership agreements, including those that affect the rights of third parties

Unenforceable Fiduciary Duty Limitations

Ribstein's Criticisms of the Triple Five v. Simon Decision Larry E. Ribstein, an authority on fiduciary duties and an advocate of “contractarian” rights, has criticized the Triple Five decisions. Ribstein wrote that it was curious that the court distinguished contractual liability from fiduciary liability. In his comment, Ribstein highlights the district court’s bifurcated consideration of

Unenforceable Fiduciary Duty Limitations

Courts' Interpretation of Fiduciary Duty Limitations & Waivers Courts have a variety of approaches when interpreting partnership agreements that limit or waive fiduciary duties that partners owe to each other. Relevant to the Triple Five decisions are cases involving usurpation of a partnership interest or a violation of the duty to disclose information material to

Unenforceable Fiduciary Duty Limitations

The Triple Five v. Simon Case The story of the Triple Five decisions begins with an idea to build the largest shopping mall in the United States—the Mall of America. The idea originated with four brothers: Raphael, Nader,Bahman, and Eskander Ghermezian. The brothers own Plaintiff Triple Five of Minnesota, Inc. (Triple Five). Previously, Triple Five

Unenforceable Fiduciary Duty Limitations

Statutory Limitations on Partners’ Fiduciary Duties States have adopted, with some modifications, a number of model laws applicable to partnerships. The Uniform Partnership Act of 1914 (UPA) was the first of the uniform laws on partnerships to be promulgated and was adopted by every state except Louisiana. The Revised Uniform Partnership Act (RUPA) was promulgated

Unenforceable Fiduciary Duty Limitations

Why Drafting Partnership Agreements Limiting the Duty To Disclose and Partnership Opportunity Is More Precarious after Triple Five of Minnesota, Inc. v. Simon 1. Introduction 2. Statutory Limitations on Partners’ Fiduciary Duties 3. The Triple Five v. Simon Case 4. Courts’ Interpretation of Fiduciary Duty Limitations & Waivers 5. Ribstein’s Criticisms of the Triple Five

Unenforceable Fiduciary Duty Limitations

Introduction On Christmas morning, the eyes of two young brothers glistened with excitement as they unwrapped matching gifts: two sets of boxing gloves. Within moments, they cleared the furniture and Round 1 began. The fun ended with the first blow to the face. “You can’t do that!” shouted the recipient of the punch. To even

Tortious Interference with Prospective Contractual Relations

The Restatement Second of Torts § 766B sets forth an explanation of a claim for tortious interference with prospective contractual relations. Section 766B states, one who intentionally and improperly interferes with another’s prospective contractual relation is subject to liability to the other for the pecuniary harm resulting from loss of the benefits of the relations,

Theft of Trade Secrets

Minnesota Supreme Court Upholds Half-Billion Arbitration Award   Seagate Technology LLC and Western Digital, along with a former Seagate employee, Sining Mao, were involved in a long legal battle regarding a claim of theft of trade secrets. Seagate alleged that when Mao left the company, he improperly took trade secrets with him to Western Digital,

Distribution Agreements

Distribution Agreements are legal contracts used to define the relationship and terms and conditions in which a distributor or dealer may sell a product created by a supplier or manufacturer. The contract is designed to layout the responsibilities of both parties. A Distribution Agreement should be clear and in writing to avoid future disputes and

Tortious Interference with a Contract

A person is liable for tortious interference with a contract when he or she interferes with and causes the breach of a contract if those interfering actions are intentional and without justification. The tort of interference with contract seeks to balance the need to protect an interest in the security of contractual relationships with the

Breach of Contractual Representation of Future Legal Reliance

Recently in a certified question, the Minnesota Supreme Court found that under Minnesota Law a claim for the breach of a contractual representation of future legal compliance is actionable without proof of alliance. This new law came out of the recent Minnesota Supreme Court case Lyon Financial Services, Inc. d/b/a US Bank Corp Business Equipment