Overview
What We Do
Every business relationship is defined by its contracts. A well-drafted agreement protects your interests, prevents disputes, and creates a clear framework for the relationship. A poorly drafted one becomes a liability. At Shah Grossi, we approach every contract as a strategic tool — not just a legal formality.
Schedule a Consultation →Services Include
- —Commercial contracts & service agreements
- —Vendor & supplier agreements
- —License & IP agreements
- —Non-disclosure agreements (NDAs)
- —Non-compete & non-solicitation agreements
- —Independent contractor agreements
- —Contract review & redline
- —Breach of contract analysis & response
Common Scenarios
Problems We Solve
- 01
A counterparty presents a contract with indemnification, limitation-of-liability, or dispute-resolution terms that are deeply one-sided — and the business signs without redlining because the revenue is on the line.
How we help: Risk & Compliance · Dispute Resolution
- 02
NDAs, independent contractor agreements, and service agreements are re-used from a template that was written for a different business — and enforceability turns out to be weaker than assumed.
How we help: Business Law · Labor & Employment
- 03
A vendor or contractor stops performing, and the business has no clear contractual remedy — or the termination procedure in the contract was never followed correctly.
How we help: Dispute & Recovery
- 04
A licensing, distribution, or reseller agreement was drafted for a single transaction and then re-used for every deal, with increasingly inconsistent terms across customers.
How we help: Franchise & Distribution · Expansion & Growth
- 05
Electronic signature workflows were set up without clear authority controls, and old versions of agreements are being signed because no one tracks the current master.
How we help: Risk & Compliance
Common Questions
Frequently Asked
Q.Are verbal agreements enforceable in California?
Many verbal agreements are enforceable, but several categories must be in writing to be enforceable under the California Statute of Frauds — contracts for the sale of goods over $500, real estate agreements, agreements that cannot be performed within one year, and guarantees of another's debt, among others. Even where verbal agreements are technically enforceable, proving the terms in a dispute is extremely difficult. Written agreements are the standard in business for the same reason: they make the deal legible.
Q.What should I watch for in a standard commercial contract?
The most consequential provisions are rarely the ones a business focuses on. Indemnification clauses (who pays for what losses), limitation-of-liability caps (the ceiling on damages), governing law and venue (where a dispute gets litigated), termination rights (how and why the contract ends), and warranty disclaimers (what the counterparty is not promising) typically move the risk profile of the deal more than the commercial terms. We redline these provisions to bring them within market range.
Related: Business Law
Q.Are non-compete agreements enforceable in California?
Employee non-competes are generally void under California Business & Professions Code Section 16600 — with very narrow exceptions, primarily tied to the sale of a business or dissolution of a partnership. Non-solicitation of customers is also scrutinized. Non-solicitation of employees and non-disclosure of trade secrets remain enforceable if properly drafted. Employers imposing non-competes on California workers face statutory penalties, so California-specific drafting matters.
Related: Labor & Employment
Q.What happens when someone breaches a contract?
The options depend on the breach and the contract. For material breaches, the non-breaching party may sue for damages, specific performance (where money damages are inadequate), or injunctive relief. Most contracts now include mandatory arbitration, which channels the dispute to JAMS or AAA rather than court. Cure periods, notice provisions, and mitigation obligations all shape the strategy. Early legal involvement often produces a resolution short of litigation.
Related: Dispute Resolution · Dispute & Recovery solutions
Q.Do electronic signatures hold up?
Yes. Under the federal ESIGN Act and California's Uniform Electronic Transactions Act, electronic signatures are generally legally equivalent to handwritten signatures for most business contracts. A few categories are excluded (wills, certain family law documents, some consumer notices). For commercial contracts, e-signature via DocuSign, Adobe Sign, or similar services is standard and enforceable — though internal authority controls still matter so that the right person is signing on behalf of the company.
Q.When should I have a lawyer review a contract before signing?
Before signing anything that materially affects the business: commercial leases, significant vendor or customer agreements, partnership and joint venture documents, licensing and distribution agreements, employment contracts for key hires, and NDAs where you are the disclosing party. The cost of a review is small relative to the cost of renegotiating a bad term during a dispute or walking away from a deal that would have been fine with a small redline.
Related Practice Areas
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