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We welcome you with a Servant’s Heart and a Warrior’s Spirit. Bienvenidos, Se Habla Espanol.
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We welcome you with a Servant’s Heart and a Warrior’s Spirit. Bienvenidos, Se Habla Espanol.
Contract Law
Words from the Founder:
Most attorneys became attorneys through the traditional route: they finished high school, soon after college, and then went to law school.
All that to say, most Contract Lawyers do not have real-life experiences in dealing with contracts, and what they know about contracts comes from taking a contracts law class. Contract law class will teach you what a contract is, the law behind contracts, and how to create binding agreements if you are lucky.
A regular contracts class will not tell you how to create a business-friendly contract that still protects you while not driving away potential customers due to the aggressive and selfish language that most legal agreements tend to have.
I was not your traditional law student, so my firm is not your traditional firm.
Many lawyers think the more prolonged and more intense sounding a contract is, the more likely you, the client, will feel good about paying them the big bucks that most contracts are worth.
These lawyers have never been in another sales position where they were the company trying to set up a relationship with a customer or are insecure about charging what their time is worth or both.
I was in business before I opened a law firm. I have been employed and employed others.
I have made major personal purchases that needed a contract.
I have completed business transactions that needed a contract.
What does this mean to you?
I have been on both sides of the table: I have been the person signing the contract and the person selling you something that needed a contract.
My experience makes me unique among most attorneys for two reasons.
I have walked away from deals because the contracts were too selfish and tyrannical.
Birds of a feather flock together, which means others who had the money to buy walked away too, and all our friends we would have referred to you.
Therefore, I assure you that this firm knows how to make contracts that protect your interest and are client- or customer-friendly contracts.
A contract that will not drive away money but will make people comfortable to spend more money with you and refer friends and family.
One of my passions is making people’s business dreams come true. One way that helps to ensure that happens is through using beneficial, necessary contracts. I also founded Path to Plenty LLC, a Business Group that consults existing and start-up businesses.
So, this firm has the legal ability and the real-world experience to serve you as few others can.
We Stand Ready To Serve.
-JW Zepeda
A contract is a document that memorializes promises between parties to do or not do something.
All contracts do not have to be in writing, although it would be a good idea that they all are.
Although, some contracts do have to be in writing due to the Statute of Fraud.
The Statute of Fraud is an added protection that the law imposes on specific contracts.
These agreements must be in writing to be legally enforceable. The Statute of Fraud is discussed further below.
We can help with any contract you need in business or your personal life.
Here are just some examples of contracts that we can assist with:
Personal Contracts:
Agreements to purchase or sell
Contracts to rent
Contracts to rent your property
Contracts to rent from others
Insurance Contracts
Contracts for trade
Contracts between roommates
Contracts between couples
These contracts can be arrangements between couples who are not married or do not wish to marry but still want to split responsibilities or costs.
Partition Contracts
Allow married couples to separate community property and turn the property into separate property.
Hunting Leases
Easement Contracts
Any other contract you may need reviewed or made for you
There must be four broad categories present for there to be a valid (legally enforceable) contract.
1 Offer:
An offer is one party’s desire to contract with another.
But to be a legally enforceable offer, many legal requirements are weighed before the offer is given effect.
Did the offer create a reasonable belief that the offeror meant to enter a contract (an intent to agree)?
What were the circumstances of the offer?
Was it made as a joke?
In other words, was it made as a statement not intended to be an offer?
Were the essential terms defined with enough certainty?
Were the terms sufficient to be able to be enforced? For Example:
Real Estate Contracts should have land and price identified.
In a Sales Contract, the quantity must be specified, or there must be a way to find the amount precisely.
An employment contract should have a duration or be construed as at-will employment.
Some terms can be missing, and the court may still find a contract if both parties’ intention to contract is clear.
Sales Contracts needing specific terms may be gap-filled (language imposed by law).
Does the offer say who can accept the offer?
What person, business, or class of person can accept the offer?
Was the offer adequately communicated to the offeree (person who may accept the offer)?
The offer could have been revoked, even if the person making the offer did not think so.
The offer could still be valid even if the person who made it thinks they revoked it.
These are just some of the considerations for making a proper offer.
2. Acceptance:
Acceptance is another party’s desire to accept the terms of the offer.
Can the offeree (person accepting the offer) accept by performance (doing something), or must they accept in a specific way?
Was it a unilateral contract?
A unilateral contract is intended to be accepted by performance.
Was the offer specific to how, where, and who could accept it?
Was the offer accepted within a reasonable time?
If the offer is accepted by performance and was not a unilateral contract, is there a valid contract?
It depends on the circumstances and how good your attorney is.
Did the operation of law end the offer?
Did something happen to the offeror (person making the offer) that now excuses the contract?
Did something happen to the subject matter of the contract that now excuses the contract?
Did the offeree know that there was an offer?
Was the acceptance proper when dealing with the subject matter of the contract?
Did the offeree, though they kept silent, accept the offer?
Was it a contract to sell a good (so the UCC would apply- a set of rules that govern these types of contracts)?
If the UCC governs the contract, acceptance can usually only be carried out by the Perfect Tender Rule.
Perfect Tender Rule:
The delivery of the goods must be exactly as the contract demands.
Was it a service contract?
If it is a service contract, it is governed by the Common- Law.
Mirror Image Rule:
The acceptance must be identical to the offer in that the acceptance meets the contract’s exact terms.
Substantial Performance:
Was enough of the performance done to make the contract legally enforceable?
3. Consideration:
Consideration is the benefits or detriments that the parties expect from the contract.
Another way of thinking of Consideration is each party’s “value” of the contract.
Did the contract have proper Consideration?
Was the consideration “bargained for?”
Did each party intend an exchange?
Consideration is a showing that both parties are bringing something to the contract.
In other words, it shows that both parties have something the other wants, and therefore there is some value to the contract.
For Example: If you buy a cell phone, you give the seller money (that is your detriment) and receive the cell phone (a benefit). The seller’s benefit is the sale price, and their detriment is giving up the phone.
Is it a valid Consideration?
Was the detriment induced?
A gift after the fact is not Consideration.
An illegal act is not valid Consideration.
A promise to complete an already owed legal duty is not adequate
Consideration—Preexisting Duty Rule.
If consideration is not expressed, is it implied?
Some consideration can be shown just by the type of contract.
If a party has amended the contract, does the contract require more consideration?
Sales Contracts for goods do not require added consideration.
Some non-Sales Contracts can be amended without added consideration under certain circumstances.
4. Legal enforceability:
A contract should always be legally enforceable if you plan to enforce the contract.
Is the contract legally enforceable?
For Example: Is the contract void as a matter of public policy (Is the contract an offense to civilized society)?
Was one party not capable of contracting?
For Example: Due to incapacity?
Is there a contract defense that makes the contract void?
Above are just some considerations a competent attorney must contemplate when making a contract on behalf of a client.
We can help with all your business contract needs.
For Example:
Employee Handbooks:
Handbooks can answer any question an employee is likely to have and guide an employee.
Getting rules and duties in writing puts the employees on notice of their powers and defines their parameters. Employee Handbooks protect the company from any agency claim. Agency claims are a way to hold the company responsible for the employee’s actions and possibly force the company to lose massive amounts of reputation and money.
No longer can an employee say, “I did not know better,” when an Employee Handbook is done correctly.
Sales Law:
Whether you were a buyer or a seller and the deal did not go as planned, or you were taken advantage of by the other party, the law provides relief for many situations.
Express Warranties: This warranty exists by giving the following:
Affirmations of fact, promises, descriptions, samples, or models if any of these become “part of the basis of the bargain.”
Implied Warranty of Merchantability: This warranty occurs when the seller is a merchant who deals in goods of the kind being sold. This warranty includes used goods as well.
There are two implied promises in this warranty:
1. Goods fit for ordinary purposes.
2. Goods go without objection in trade.
Implied Warranty of Fitness for Purpose: This warranty occurs when the seller has reason to know the buyer’s particular purchasing purpose. And the buyer relied on the seller’s skill or judgment to select the goods they bought.
Negotiating Contracts:
Negotiating purchases:
Negotiating Sales:
Breach of Contract:
Whether you want to bring this claim or defend against one, this firm stands ready to defend your Family’s Honor and fight for the justice you deserve.
Contracts are highly favored in Texas and usually rule the day. So, if you breach or are being accused of Breach of Contract in Texas, it can be a severe matter.
There are two main types of breaches of contracts:
Material Breach:
These breaches involve a material (essential to a reasonable person) provision. Material breach means one or more parties did not carry out the fundamental purpose of the agreement. In this type of breach, the offended party’s performance can be excused, and they can sue for Damages.
Non-Material Breach:
These breaches do not involve the essential purpose of the contract, and therefore performance is not excused; however, you can sue for Damages.
There are many defenses to Contract Claims, for Example:
Attack the contract formation:
There must have been a meeting of the minds for a contract to exist.
“Meeting of the minds” is a term of art that conveys that both parties understood their rights and responsibilities under the contract.
Ambiguity: Parties may not have had a meeting of the minds due to ambiguity.
An ambiguous contract is when both parties may have understood the agreement to mean something else. An ambiguous contract may allow for the introduction of parole evidence.
Parole evidence is anything outside of the contract that a party can introduce to aid the court in deciding one party’s reasonable interpretation of the contract.
Fraud:
If you were lied to by the other party or they hid facts from you to get you to sign the contract, you may be able to void the contract due to Fraud.
Duress:
The agreement could be unenforceable if you signed the contract due to a threat against you. If someone seriously pressured you, controlled you, or made you sign a contract, these are all forms of duress that can make a contract void. Duress comes in many forms, so your situation needs to be correctly evaluated to decide if the pressure you may have been under qualifies as duress.
Statute of Frauds:
Contracts do not usually have to be in writing. Still, specific contracts must be in writing to be enforceable, with few exceptions.
Contracts that need to be in writing are:
A promise by an executor or administrator to answer out of the estate for any debt or damage due from his testator or intestate.
A promise by one person to answer for the debt, default, or miscarriage of another person.
An agreement made on consideration of marriage or consideration of nonmarital cohabitation agreement.
A contract for the sale of real estate.
A lease of real estate for a term longer than one year.
An agreement that is not to be performed within one year from the date of the contract.
A promise or agreement to pay a commission for the sale or purchase of:
An agreement, promise, contract, or warranty of cure relating to medical care or results made by a physician or health care provider as defined in Section 74.001, Civil Practice and Remedies Code. This section shall not apply to pharmacists.
Impracticality:
If you cannot fulfill your part of the contract due to things beyond your control, in some cases, you no longer need to complete your end.
Equitable Defenses: These are defense allowed due to fairness.
Impracticality:
If you are unable to fulfill your part of the contract due to things beyond your control, in some cases, you no longer need to complete your end of the contract.
Waiver:
Waiver occurs when the party suing has failed for an unreasonable time to assert their rights, and therefore they have lost their right to assert this power.
Laches:
Laches is an equitable defense used if there was an unreasonable delay in asserting a legal claim and due to the delay, the other party detrimentally relied on the delay and changed their position.
Promissory Estoppel:
Promissory Estoppel is an equitable defense raised when there was a promise given that would reasonably induce reliance, and the other party relied on that promise to their detriment.
Equitable Estoppel:
Equitable Estoppel is an equitable defense raised when specific information was kept from one party, knowing that the lack of knowledge would cause the ignorant party to act to their detriment.
Failure of Consideration is an equitable defense that occurs when the plaintiff was supposed to fulfill a substantial condition before the defendant’s performance, and the condition was not done.
Unclean Hands:
Unclean Hands is an equitable defense that prevents a party from pursuing specific performance due to a wrongdoing they did involving the subject matter of the same suit.
Fraudulent Misrepresentation:
Negligent Misrepresentation:
Fraud in the inducement:
Statutory Fraud:
Tortious Interference occurs when a person or company who is not connected with a contract or prospective business relationship causes either to suffer harm.
There are two types of Tortious Interference:
1. Intentional Interference with an existing contract:
(a) Interference with an existing contract,
(b) the Interference was willful and intentional,
(c) The defendant (the person sued) approximately caused the Interference, and
(d) the plaintiff (the person suing) suffered actual damages or loss.
2. Intentional Interference with future business relationships:
(a) There was a reasonable probability that the parties would have entered a contractual relationship,
(b) there was an independent tortious act or illegal act by the defendant (person being sued) that prevented the relationship from occurring,
(c) the defendant did such an act with a conscious desire to prevent the relationship from occurring or knew the Interference was sure or substantially certain to occur because of his conduct, and
(d) the plaintiff suffered actual harm or damages.
Prospective relationships need to be reasonably probable to be actionable.
Interference in a person’s way of earning a living may also be actionable.
There are many defenses to Contract Claims, for Example:
Attack the contract formation:
There must have been a meeting of the minds for a contract to exist.
“Meeting of the minds” is a term of art that conveys that both parties understood their rights and responsibilities under the contract.
Ambiguity: Parties may not have had a meeting of the minds due to ambiguity.
An ambiguous contract is when both parties may have understood the agreement to mean something else. An ambiguous contract may allow for the introduction of parole evidence.
Parole evidence is anything outside of the contract that a party can introduce to aid the court in deciding one party’s reasonable interpretation of the contract.
Fraud:
If you were lied to by the other party or they hid facts from you to get you to sign the contract, you may be able to void the contract due to Fraud.
Duress:
The agreement could be unenforceable if you signed the contract due to a threat against you. If someone seriously pressured you, controlled you, or made you sign a contract, these are all forms of duress that can make a contract void. Duress comes in many forms, so your situation needs to be correctly evaluated to decide if the pressure you may have been under qualifies as duress.
Statute of Frauds:
Contracts do not usually have to be in writing. Still, specific contracts must be in writing to be enforceable, with few exceptions.
Contracts that need to be in writing are:
A promise by an executor or administrator to answer out of the estate for any debt or damage due from his testator or intestate.
A promise by one person to answer for the debt, default, or miscarriage of another person.
An agreement made on consideration of marriage or consideration of nonmarital cohabitation agreement.
A contract for the sale of real estate.
A lease of real estate for a term longer than one year.
An agreement that is not to be performed within one year from the date of the contract.
A promise or agreement to pay a commission for the sale or purchase of:
An agreement, promise, contract, or warranty of cure relating to medical care or results made by a physician or health care provider as defined in Section 74.001, Civil Practice and Remedies Code. This section shall not apply to pharmacists.
Impracticality:
If you cannot fulfill your part of the contract due to things beyond your control, in some cases, you no longer need to complete your end.
These claims do not only have to be brought against the wrongdoer. The claim can hold their employer liable as well.
Respondeat superior: This is a way to hold an employer or company responsible for the actions of another (“vicariously liable”). Suppose the company’s representative acted within the scope of their duties when the injury
occurred. In that case, the employer is liable too.
This rule takes an excellent legal argument because the other side will try to argue that their representative was on a “frolic.”
A frolic is a departure from the scope of their duties, and therefore the employer would not be liable.
The employer is usually the only party with the finances and sufficient insurance to bring justice to injured individuals. It is of the utmost importance not to lose this legal argument if there is a path to victory.
How to deal with insurance companies:
People get insurance to cover harm caused to others and themselves, and we all usually have insurance.
Most of us have the impression that insurance companies are in business to help when unexpected expenses arise or tragedies happen, but that is not the purpose of insurance companies.
The purpose of insurance companies is to make money, like any other business.
So, the less money the insurance pays out, the more money they make. That is only common sense.
No matter how nice the person representing the insurance company is, or if you have already dealt with the insurance company and think they are the exception and care for their clients. The insurance company’s primary goal is to find a way not to pay your claim, with few exceptions.
Some insurance companies rely on scare tactics and threats to make you think you must settle or force you to pay out of pocket.
Follow these rules when dealing with insurance companies:
Calling an attorney is always possible, even if you have already talked to an insurance company.
Attorneys are legally obligated to put your interest above all else in matters involving you.
Insurance representatives who are contacting you are professional negotiators.
These are just a few defenses and considerations that a competent attorney must consider when defending or bringing your Breach of Contract claim.
Not only can a Breach of Contract claim make you pay Damages, but it can also hurt your reputation.
Therefore, finding the right attorney to defend you is imperative.
Whether you need help writing a contract, reviewing a contract, enforcing a contract, bringing a Breach of Contract, or defending a contract issue, this firm can handle your contract needs.
In Service Or Battle, Let This Firm Be Your Champion For Your Honor.
We Will Get It Done.
Let This Firm Be Your Champion.
We stand ready to serve you, and fight to defend your Family’s Honor.
We Will Get It Done.
A San Antonio, Texas, Born and Based Law Firm
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