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Business Litigation Lawyer in Central Pennsylvania
Jameson Stone Law represents businesses across Central Pennsylvania in contract disputes, collections, and commercial litigation. Daniel Jameson leads the business work, and the firm has litigated commercial matters in both state and federal court. Most of these disputes are settled by terms both sides agreed to long before anything went wrong, which is why the first thing we read is the contract.
Confessed Judgments
You May Have Already Waived Your Day in Court
Pennsylvania is one of a small number of states that still enforce confession of judgment clauses in commercial agreements. The clause, sometimes called a warrant of attorney or a cognovit, lets the other side skip litigation altogether: no lawsuit, no hearing, no notice beforehand. Their attorney files a complaint together with a confession signed on your behalf, the court enters judgment, and it carries the same force as a judgment reached after trial. Execution, meaning garnishment or levy on assets, can begin straight away.
Commercial landlords and lenders routinely require these clauses as a condition of the deal, and businesses sign them because refusing costs the deal. If one has been used against you, the window is short. A petition to strike or open generally has to be filed within thirty days of notice, and both grounds must go into a single petition rather than being raised in stages. Pennsylvania courts construe these clauses strictly against the party enforcing them and require particular formalities, so defects are more common than you would think. That is time-critical work, and not something to leave sitting on a desk for two weeks.
Whether to Fight
Whether a Dispute Is Worth Litigating
Being right is not the same as being made whole. Pennsylvania follows the American Rule, so each side pays its own legal costs whatever the outcome, unless the contract or a specific statute says otherwise. A business that wins a modest breach claim with no fee-shifting clause in the agreement can end up worse off for having pursued it.
Which means the analysis comes before the argument. We look at what a realistic recovery is, what pursuing it costs, and whether the other side can actually pay, and we say so when the answer is that it is not worth bringing. A good many of these matters resolve on a firmly worded demand, once the other side understands what its own contract permits.
Three questions decide it:
- Does the contract shift fees? — without a clause, each side carries its own costs however the case ends
- Can the other side actually pay? — a judgment against a company with no assets is an expensive piece of paper
- What has the contract already fixed? — arbitration clauses, venue, notice requirements, and shortened deadlines all bind you before you begin
Breach of Cottract
The Clock Starts at the Breach, Not the Discovery
Pennsylvania allows four years to bring a breach of contract claim under 42 Pa.C.S. § 5525, and four years for a sale of goods claim under the Commercial Code. The part that matters is where the clock starts. It runs from the date of the breach, not from the date you found out about it, which is a different rule from the one governing injury claims and it catches businesses out regularly.
The contract may also have shortened it. Pennsylvania lets parties reduce a limitations period by written agreement provided the shorter term is not manifestly unreasonable, and for sales of goods it can be cut to as little as one year. Four years is the default rather than a guarantee, and anyone relying on it without reading the agreement is relying on the wrong thing.
Unwritten agreements are still enforceable here for most commercial dealings, subject to the categories that must be in writing. What changes is the shape of the fight, which becomes an argument about terms rather than about performance. Emails, invoices, texts, purchase orders, and delivery records made at the time carry the weight in those cases, which is why they are worth pulling together before anyone starts disputing what was agreed.
Matters We Take
Business Litigation Matters We Handle
Breach of Contract
Supplier, customer, and service agreements that were not performed, including disputes over what the terms actually required.
Collections and Unpaid Accounts
Recovering money owed, including where a confession of judgment clause makes a faster route available.
Confessed Judgments
Entering them for creditors, and petitioning to strike or open them for businesses on the receiving end.
Partner and Owner Disputes
Deadlock, exclusion from management, and disagreements over books, distributions, and buyouts.
Our Process
How We Handle a Commercial Dispute
01
Read the Agreement First
The fee clause, any arbitration or venue provision, the notice requirements, and whether the limitations period has been shortened. All of it constrains what happens next.
Assess the Economics
What a realistic recovery looks like, what pursuing it costs, and whether the other side can pay. You get that assessment before deciding rather than after.
Resolve or Litigate
A demand where that gets there faster and cheaper, suit where it does not, and either way with the contract's own terms doing the work.
Frequently Asked Questions !!
Three questions come up most often from businesses, and the first is usually asked in something close to panic. How a judgment appeared without a lawsuit, whether a handshake deal is worth anything, and what to do in the week a contract gets broken.
A judgment has been entered against my business and nobody ever sued us. How is that possible?
Almost certainly a confession of judgment. If a commercial lease or loan you signed contained a warrant of attorney clause, the other side was entitled to obtain judgment without filing a lawsuit against you, without a hearing, and without telling you beforehand. It is lawful in Pennsylvania and it is not an error. What matters now is timing. You generally have thirty days from notice to file a petition to strike or open the judgment, and the grounds have to be combined into one petition rather than raised in stages. Striking turns on a defect on the face of the record, and defects are more common than you would expect, particularly where a lease was later amended or assigned and the clause was not restated in the new document. Opening turns on raising a real defense promptly and supporting it with evidence. Both get harder the longer the judgment sits, and execution can proceed in the meantime.
Can we enforce an agreement that was never put in writing?
Usually, yes. Pennsylvania enforces oral agreements for most commercial dealings, and a contract needs offer, acceptance, and consideration rather than a signature. Some categories do have to be written, including real estate, sales of goods above a threshold, and agreements that cannot be performed inside a year. Outside those, the absence of a document is a proof problem rather than a legal bar. The dispute then becomes about what was actually agreed, and that gets decided on whatever was created at the time: emails confirming terms, invoices, texts, purchase orders, delivery records, and what both sides actually did in practice. Businesses that gather those early do considerably better than businesses reconstructing the story months later.
What should I do if another company breaches our contract?
Four things, and the first is the one people get wrong. Do not stop performing your own side of the agreement without checking, because withholding performance in response to a breach can put you in breach as well and turn a clean claim into a mutual one. Second, read the notice provision, because many contracts require written notice and a cure period before any remedy becomes available, and skipping that step can sink an otherwise good claim. Third, preserve the correspondence now, while it is still complete. Fourth, note the date of the breach, because that is when your clock started. A short conversation before you respond is worth considerably more than a long one afterward.
Start With the Contract
Send us the agreement before you decide anything. Our attorneys will tell you what it shifts, what it fixes, and what position it puts you in. If a judgment has already been entered against you, call rather than email. The clock may be running.