Contract Preparation and Review — Pennsylvania Contract Lawyer

Contract Counsel for Businesses Across Pennsylvania

From Pittsburgh manufacturers to Lehigh Valley logistics companies to professional practices in Harrisburg and the Philadelphia suburbs, Pennsylvania businesses run on written agreements. The quality of those agreements determines how much risk a business carries without knowing it. A Pennsylvania contract lawyer drafts, reviews, and negotiates agreements under Pennsylvania law — and because contract work rarely requires a courtroom, it can be handled efficiently for clients anywhere in the Commonwealth.

Two Bodies of Law Govern Pennsylvania Contracts

Which rules apply to your agreement depends on what it covers. Contracts for the sale of goods fall under Pennsylvania’s version of the Uniform Commercial Code, enacted as Title 13 of the Pennsylvania Consolidated Statutes. The UCC fills gaps the parties did not address — supplying default terms on formation, implied warranties, delivery, risk of loss, and remedies. Contracts for services, real estate, and most other subjects are governed by Pennsylvania common law, which takes a stricter view of offer, acceptance, and consideration and implies fewer terms. Knowing which regime applies — and drafting accordingly — is a basic but frequently missed step.

Pennsylvania’s statute of frauds adds a writing requirement for certain categories of agreements, including real estate sales, suretyship promises, and sales of goods above a threshold amount. A handshake deal in these categories may be unenforceable no matter how clearly it was made.

Contract Drafting

We prepare agreements built for the client’s actual transaction rather than adapted from generic forms: master service agreements, sales and supply contracts, distribution and licensing agreements, employment and independent contractor agreements, restrictive covenants, non-disclosure agreements, commercial leases, and the governing documents — operating agreements, bylaws, shareholder agreements — for entities organized under Title 15 of the Pennsylvania Consolidated Statutes.

Contract Review and Negotiation

Common Contract Problems We See

Recurring issues in agreements that come to us for review include one-sided indemnification, uncapped liability, automatic renewal terms with narrow cancellation windows, payment terms that leave delivery and acceptance undefined, restrictive covenants broader than Pennsylvania courts will enforce, and out-of-state governing law and venue clauses that would force a Pennsylvania business to litigate across the country. Each of these is negotiable before signing and expensive after.

When Disputes Arise

If a counterparty fails to perform, the contract itself dictates most of the strategy: whether notice and an opportunity to cure are required, what damages are recoverable, and where the dispute must be brought. A contract lawyer can evaluate the strength of a breach claim or defense, handle demand correspondence, and negotiate a commercial resolution before positions harden.

Attorney Advertising. This page is for general informational purposes only and does not constitute legal advice. Reading this page or contacting the firm does not create an attorney-client relationship. Outcomes depend on the specific facts and circumstances of each matter, and prior results do not guarantee a similar outcome.