Business formation, contract drafting, commercial transactions, trademark registration, and franchise matters: the transactional foundation that sound litigation strategy is built on.
The firm’s transactional practice is built on a simple observation from the litigation side: most commercial disputes begin with a document that was not drafted carefully enough. The transactional work is designed to keep clients out of the litigation pipeline and, when disputes do arise later, to ensure that the contracts are on the client’s side when they do.
The firm advises entrepreneurs, investors, and established business owners on entity selection, formation, and governance. Work includes Michigan LLC and corporation formation, operating agreements, shareholder agreements, buy-sell provisions, and the governance documents that determine what happens when circumstances change: a founder departs, a new investor enters, or a sale opportunity arises.
The firm drafts and negotiates the contracts that define commercial relationships: supply agreements, distribution agreements, services contracts, employment agreements, non-disclosure agreements, licensing arrangements, and commercial leases. The emphasis is on anticipating dispute points before they arise, drafting for the conversation that happens three years later, not just the deal that closes next week.
The firm handles the purchase, sale, and restructuring of closely held businesses, including distressed acquisitions, asset and stock transactions, earnout structures, and the tax and liability allocation questions that accompany them. For business owners considering succession, the firm coordinates with estate planning counsel on the firm’s Family & Estate Law side to structure transfers that work in both directions.
The firm handles federal trademark registration before the United States Patent and Trademark Office and defends registered trademarks against infringement. Trademark work is frequently paired with business formation and branding decisions for new ventures, and with franchise matters for established businesses seeking to license their marks.
The firm advises both franchisors and franchisees on franchise disclosure documents (FDDs), franchise agreements, territorial rights, renewal and termination disputes, and federal and state registration requirements. Representation includes the preparation of FDDs for Michigan-based franchisors and the review of franchise documents for prospective franchisees considering the purchase of a franchised business.
A contract is a prediction. The careful drafter is simply the one willing to imagine more versions of the future than the parties will admit matter.
Both can limit the owners’ personal liability for business debts when they are properly formed and maintained. A limited liability company offers flexible management and ownership terms, while a corporation can be a better fit for outside investors or stock-based ownership. Tax treatment is a separate choice for either entity, so the decision is best made together with your accountant.
Michigan does not require these agreements to be filed with the state, but without one, the default rules in the statute govern, and those rules may not match what the owners intended. A written agreement should address management, capital contributions, distributions, transfers of ownership, and what happens when an owner dies, becomes disabled, or wants out. Many ownership disputes trace back to the lack of a buy-sell provision.
Generally, an LLC’s members are not personally liable for the company’s debts. That protection does not cover obligations you personally guarantee, your own wrongful conduct, or situations where a court disregards the entity because it was used as a mere instrumentality to commit a fraud or wrong. Keeping business and personal finances separate and observing formalities helps preserve the protection.
Using a mark in commerce creates some common-law rights, but federal registration with the U.S. Patent and Trademark Office provides nationwide notice and stronger enforcement tools. Michigan also offers a state registration. A clearance search before adopting a name can avoid an expensive rebrand later.
Federal rules generally require the franchisor to give you its Franchise Disclosure Document at least 14 calendar days before you sign or pay. Michigan also has its own Franchise Investment Law, which treats certain franchise agreement provisions as void and unenforceable. Reviewing the disclosure document and agreement before signing is far easier than unwinding a franchise later.
These answers are general information about Michigan and federal law, not legal advice about your situation. Contacting the firm does not create an attorney-client relationship.
The firm handles new matters on a consultative basis. Call the office, or send us a message through our contact form.