Jameson Stone Law drafts and reviews commercial agreements across Central Pennsylvania, and Daniel Jameson leads the business work. Most of a contract does not matter. A small number of provisions decide what it is worth if things go wrong, and they are rarely the ones anyone reads closely before signing.
The Clauses That Matter
A limitation of liability clause caps what the other side can ever owe you, and Pennsylvania enforces those caps absent unconscionability. A contract with a cap set at the value of one month’s fees is a contract in which a serious failure costs them almost nothing. An indemnification clause decides who pays when a third party sues, and it is frequently drafted so that you do.
The other two are about where and how you would ever enforce it. Pennsylvania follows the American Rule, so each side pays its own legal costs unless the agreement shifts them, which means a modest claim can cost more to pursue than it recovers. And a choice of venue clause can commit you to litigating four states away, or to arbitration you did not know you had agreed to. None of those four is unusual. All of them are negotiable, and none of them can be changed after signing.
How You Sign
Forming a company puts a wall between your business debts and your personal assets. A signature can take that wall down without anybody mentioning it. Where a contract does not make clear which capacity you signed in, and where the signature block does not name the entity and your office within it, you can find yourself personally answerable for the company’s obligations.
The deliberate version is a personal guarantee, and lenders, landlords and larger suppliers ask for them routinely. They are enforceable in Pennsylvania provided they are in writing and signed, and the standard forms are often drafted to cover every present and future obligation for an indefinite period. What most business owners do not realise is that guarantees are negotiable. A cap on the amount, a sunset date, or a limit to one specific obligation are all commonly agreed, and none of them will be offered unasked.
The Back Pages
The standard terms at the back are treated as furniture and they are not. An automatic renewal clause extends the agreement for another full term unless notice is given inside a window, often sixty or ninety days before expiry. Pennsylvania courts take a firm line on those in commercial agreements, so a business that missed the window by a week is generally committed for another year at whatever the contract says.
The notice provision is what usually causes the miss. Many agreements specify how notice must be given and where it must be sent, and a good number do not accept email. A cancellation sent to the sales representative you have dealt with for years, rather than to the registered address by certified mail, may be no notice at all. Diarising every renewal deadline from the executed version, rather than from memory, is unglamorous and it is the difference.
EyebroWhat We Handlew Title
Marking up the other side's agreement and identifying which changes are worth actually asking for.
Building the agreement your business needs rather than adapting one written for somebody else.
Negotiating caps, sunset dates and scope limits before you attach your own assets to a company obligation.
Establishing what your existing agreements auto-renew into, and what notice each one actually requires.
Our Process
01
Liability caps, indemnities, fee shifting and venue, because those decide what everything else is worth.
Whether the entity is properly named, your capacity is clear, and any guarantee has been buried in there.
Separating the terms genuinely worth negotiating from the ones not worth spending your credibility on.
Contracts arrive with a deadline attached and a request to sign by the end of the week. That pressure is what stops most people getting them read, and it is why the provisions that later cause the trouble were never looked at by anyone on their side.
Start with the four that decide consequences. The limitation of liability, which caps what the other side can ever owe you. The indemnity, which decides who pays if a third party sues. Whether legal costs shift, because in Pennsylvania each side pays its own unless the contract says otherwise. And the venue or arbitration clause, which determines where any dispute would have to be brought. Those four settle what the agreement is worth in the only situation where it matters. Everything about scope, price and timing is important commercially, but it is those four that decide whether you have a remedy at all.
Possibly, and it depends on how the signature was set out. Where the block names the entity and states your office within it, you have signed in a representative capacity. Where it is just your name on a line, or where the agreement is ambiguous about which capacity you were acting in, personal liability becomes arguable. And a personal guarantee anywhere in the document does it deliberately. This is worth checking on agreements you have already signed, not only on the next one, because a guarantee given years ago may still be running against every obligation the company takes on.
More often than people assume, though not on everything. Large organisations send out standard forms because most recipients sign them, and the terms most open to movement are usually the liability cap, the notice periods, the renewal mechanism and the scope of any guarantee. What matters is asking for a small number of specific changes with a reason attached, rather than returning the document covered in comments. That approach gets agreed far more often than a wholesale rewrite, and it costs nothing to attempt.
A review is a contained piece of work and it happens faster than most people expect. Once the agreement is signed, the liability cap, the indemnity and the guarantee are all settled and none of them can be revisited. Daniel Jameson leads the firm’s business work, and the first conversation costs nothing.