Find the complete agreement
Collect the signed contract together with proposals, purchase orders, incorporated terms, amendments, and relevant email exchanges. A short signature page may refer to conditions found elsewhere. Check the parties’ legal names and the capacity in which each person signed. A trade name, an owner, and a limited liability company should not be treated as interchangeable without reviewing the documents.
Consider a hypothetical design studio retained to produce packaging for a retailer. The retailer asks for additional revisions by email, then disputes the final invoice. The key questions include what the original fee covered, who could authorize changes, how approval was documented, and whether acceptance depended on specified deliverables. Organizing those facts may reveal a narrower disagreement than the initial demand suggests.
Preserve evidence and calculate the claim
Keep original messages, files, invoices, delivery records, and payment histories. Preserve context, attachments, and dates; screenshots alone may omit important details. If a dispute is developing, ask counsel what records must be retained and whether routine deletion should be suspended. Do not rewrite old records to make the chronology look cleaner.
Prepare a calculation showing the disputed principal, payments received, credits offered, and additional losses claimed. Explain the basis for each item. An unpaid invoice, anticipated future sales, and the cost of replacement performance raise different proof questions. Counsel can evaluate available remedies, defenses, contractual limitations, and any obligation to reduce avoidable losses.
Check deadlines before negotiating at length
New York does not have one deadline for every business dispute. CPLR section 213 generally provides six years for contractual obligations, subject to exceptions. For contracts for the sale of goods, UCC section 2-725 generally provides four years and allows the original agreement to shorten that period to no less than one year.
These rules are a reason to seek a case-specific deadline calculation, not to mark a calendar from the invoice date without further review. Accrual, claim type, contractual notice provisions, and other circumstances matter. Counsel should also check any required mediation, arbitration, forum, or governing-law clause. A settlement discussion should not be assumed to pause a filing deadline.
Compare remedies with business realities
- Would corrected performance, replacement goods, or a defined credit solve the operational problem?
- Is the amount claimed supported by records that can be explained clearly?
- Does the agreement address attorney fees, liability limits, or termination?
- What management time and document collection would litigation require?
- If payment is negotiated, what security, schedule, and default terms are needed?
A demand should accurately state the obligation, supporting facts, requested resolution, and response deadline. A settlement should specify who is released and which obligations survive. Precision at these stages can prevent the resolution from becoming a second dispute.
For related planning, read the business contracts guide and business litigation guide. The Craig A. Fine, Esq. Brooklyn legal resource also addresses local business and property concerns.
Attorney advertising. General information only, not legal advice. Legal requirements and outcomes depend on the facts; reading this article does not create an attorney-client relationship.
Craig A. Fine, Esq.
Attorney and founder of The Law Office of Craig A. Fine, P.C. Contributor covering business law, commercial real estate, estate planning, lending, litigation, compliance and ORM.
