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Eli Nir, Unsplash

Many business owners treat the Letter of Intent (LOI) as a formality. A handshake on paper. Something labeled “non-binding,” and easy to defer until the real work begins in the purchase agreement.

That approach is a mistake.

The LOI is not just a preview. It is the foundation. And once it is set, it becomes very difficult to change.

Here is what I see happen too often.

A seller agrees to high-level terms in an LOI without working through the details. The purchase price looks right. The structure seems acceptable. Everyone is eager to move forward.

Then the purchase agreement arrives. Now the real terms show up. Earn-outs with aggressive metrics. Broad indemnification obligations. Working capital adjustments that shift value. Restrictive covenants that go further than expected.

At that point, the seller pushes back.

And the buyer’s response is predictable. “This is what we agreed to in the LOI.”

Even if the language is non-binding, it carries weight. It frames expectations. It sets the tone. And it gives the other side leverage. Walking back terms after signing an LOI is not impossible. But it is uphill. You are often negotiating against your own prior agreement.

That is why the LOI matters more than most people think. It is the moment to slow down. To ask hard questions. To define key terms with enough clarity that there are no surprises later.

At a minimum, the LOI should address:

  • Purchase price structure, including any earn-out mechanics
  • Payment terms and whether any portion is seller-financed
  • Scope and limitations of indemnification
  • Treatment of working capital and debt
  • Key employment or non-compete provisions

You do not need a full purchase agreement document. But you do need alignment on the issues that drive value and risk. Because once the LOI is signed, the negotiation does not restart. It narrows.

And the side that took the LOI seriously and put the most thought into it is usually the one that comes out ahead.

If you are selling your business, do not treat the LOI as a placeholder.

Treat it like the deal.

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Business owners in 2026 face growing legal complexity. Contract disputes, ownership conflicts, economic/tariff pressures, and the rising use of AI-generated contracts are creating new risks. The businesses that avoid costly disputes tend to address these issues before they become problems.

Running a business has always involved risk. What is different in 2026 is how quickly those risks appear, constantly change and how complicated they can become. Many of the matters reaching a business lawyer’s desk today are not caused by bad intentions. They usually arise because the legal documents governing a relationship were written years ago while the business environment continues to evolve.

Contracts assumed different costs. Ownership structures assumed long-term alignment between partners. Employment policies assumed different rules. When those assumptions change, legal problems often follow.

Below are seven of the most common legal issues I am seeing as a business lawyer today.

  1. Contract disputes as economic conditions change

Many business contracts were drafted in a different economic environment. Costs were lower, supply chains were more predictable, and labor expenses were easier to forecast.

Today those assumptions are being tested.

Businesses often discover that their agreements do not clearly address what happens when costs rise or when market conditions shift. Questions begin to surface. Can prices be increased under the agreement? Can the contract be terminated if the deal becomes unprofitable? Who bears the risk of cost increases?

When the agreement does not clearly answer those questions, disputes often follow.

  1. Partnership and shareholder conflicts

Ownership disputes tend to appear when a business experiences either rapid growth or financial pressure. Partners who once agreed on strategy may begin to disagree about expansion, reinvestment, or distributions. Amazingly, these disputes often occur when the business becomes successful rather than when it is struggling.

Sometimes one owner wants to sell the business while others want to continue operating it. In other situations, an owner may want to step away from daily operations but retain ownership.

When the operating agreement or shareholder agreement does not clearly address these situations, the lack of a roadmap can quickly turn disagreement into conflict.

  1. Employment classification and workplace compliance

Employment law continues to be an area of significant legal exposure. Businesses must navigate evolving rules regarding employee classification, overtime eligibility, workplace policies, and restrictive covenants.

A common issue arises when businesses treat workers as independent contractors even though the law may classify them as employees. Misclassification claims can expose businesses to wage claims, penalties, and tax issues.

Proactive compliance reviews can often prevent these problems before they develop into disputes or regulatory investigations.

  1. Exit planning and business sales

Many business owners are beginning to think seriously about succession or sale. Some want to retire. Others are considering offers from private equity groups or strategic buyers.

The legal challenges often appear when the business structure was never designed with a future sale in mind. Buyers want clarity regarding ownership interests, intellectual property rights, customer contracts, and financial documentation.

When those elements are not properly organized, transactions can become delayed or significantly more complicated than expected.

  1. Franchise and licensing disputes

Franchising continues to expand across many industries, and with growth comes conflict. We continue to frequently see disputes involving royalty obligations, territorial rights, operational requirements, and system changes imposed by franchisors.

Many of these disputes trace back to the franchise agreement and the Franchise Disclosure Document (FDD). Those documents define the rights and obligations of both parties for years into the future.

Business owners who understand those provisions before signing the agreement are usually in a much stronger position than those who discover key obligations only after a dispute arises.

  1. Regulatory compliance and expanding legal obligations

Businesses today operate in a regulatory environment that continues to grow more complex. Privacy laws, licensing requirements, industry regulations, and reporting obligations can create compliance challenges for many companies.

For business owners, the difficulty is often not simply understanding the rules but keeping pace with changes in those rules over time.

Compliance today is not a one-time task. It requires ongoing attention as regulations evolve and enforcement priorities shift.

  1. AI-generated contracts and the risk of unenforceable agreements

One of the newer legal issues appearing more frequently involves the growing use of artificial intelligence to generate contracts and legal documents.

AI tools can be helpful for brainstorming or organizing information. The challenge arises when non-lawyers rely on these tools to produce binding agreements without understanding how enforceable contracts must be structured.

Many AI-generated agreements lack critical provisions such as governing law clauses, clear dispute resolution mechanisms, indemnification provisions, or properly defined obligations. In other situations, the prompts used to generate the document are too vague to produce an agreement tailored to the actual transaction.

The result is an agreement that may seem professional but fails to address the risks that typically arise in real business disputes.

When conflicts later occur, the parties often discover that the document does not provide clear guidance for resolving the issue. Courts are then left interpreting language that was never carefully drafted for the relationship between the parties.

Artificial intelligence will continue to be a useful tool in many areas of business. However, drafting enforceable agreements requires more than simply asking a chat bot to produce a contract. It requires an understanding of how disputes arise and how risk should be allocated between the parties.

Looking ahead

Legal issues rarely appear overnight. Most develop slowly as business relationships evolve and economic conditions change.

Businesses that review their contracts, ownership documents, and compliance policies regularly are often the ones that avoid the most serious disputes.

If you are a business owner dealing with contract questions, partnership concerns, regulatory issues, employment issues, franchise disputes or agreements created through AI tools, it may be helpful to review those matters before they become disputes. A thoughtful review of your agreements and business structure today can often prevent much larger problems down the road. If you would like to discuss a specific issue affecting your business, feel free to reach out to schedule a consultation.

Open shop
Mike Petrucci, Unsplash

Before You Sign the franchise agreement picture this:

It is three years from now.

The franchise you bought is open. The sign is up. The customers are coming through the door. You have poured your savings into the business and invested thousands of hours trying to make it work.

Then an email arrives from the franchisor.

They are rolling out a mandatory new system across all locations. The cost to install it at your store is $38,000. It must be installed within six months.

You pull out the franchise agreement you signed before opening. Somewhere in that document is the provision that allows the franchisor to require this upgrade.

And it is there.

You agreed to it.

You just did not realize it at the time.

This moment happens more often than people think.

Many franchise buyers hear the same message early in the process.

Our agreement is standard. We do not negotiate.

When people hear that, they sometimes assume there is no reason to have the Franchise Disclosure Document reviewed. If nothing can change, why spend the time or money?

That question misses the real point.

A good FDD review is not only about negotiation. It is about understanding the road ahead before you step onto it.

Franchise agreements are long and complicated for a reason. They define the rules that will govern the business for years, and almost always in favor of the franchisor. Hidden inside those pages are provisions that control how the relationship works when things go well and when they do not.

A careful review helps answer practical questions such as these.

  • How much authority does the franchisor have to require upgrades, remodels, or new technology?
  • What happens if the business struggles financially?
  • Can the franchisor change operating requirements that increase your costs?
  • What are the rules if you want to sell the business?
  • And what happens if the franchise relationship ends earlier than expected?

These issues may not feel urgent when you are excited about the opportunity. They become very important once the business is operating.

Now picture a different scenario.

Before signing the agreement, you sit down with a franchise lawyer who reviews the FDD with you. You walk through the key provisions that matter most.

You learn where the franchisor has broad authority. You see where costs could increase in the future. You understand how the exit provisions work if you ever want to sell.

The agreement itself does not change.

But your understanding does.

You go into the investment with clear eyes.

That clarity allows you to ask better questions. It helps you speak with existing franchisees more intelligently. It gives you a realistic picture of what the business could look like three, five, or ten years from now.

Franchise agreements are often not negotiable.

Understanding them never is.

And when you are investing your savings, your time, and a large part of your future into a business, understanding the deal you are making is one of the most important steps you can take.

If you are evaluating a franchise opportunity and would like guidance reviewing the FDD, you can contact me to schedule a consultation.

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Julian Hochgesang, Unsplash

When selling your business or exploring a potential deal, many owners now turn to AI tools to draft non-disclosure agreements. The instinct makes sense. It is fast and accessible. But the execution is often flawed. Most business owners are not lawyers and cannot reasonably be expected to understand every protection that should be built into an NDA. Without that foundation, it is difficult to craft the right prompts, and weak prompts lead to weak agreements. The result is often an NDA that looks professional but lacks real strength. Many DIY NDAs are thin where it matters most. They frequently lack meaningful remedies and strong injunction language. When a disclosure actually happens, the agreement may not provide the protection you thought you had.

The Rise of DIY NDAs
Lately, more and more people have been telling me the same thing: they used ChatGPT or another AI tool to draft their NDA. The appeal is obvious. It is fast, inexpensive, and it seems boilerplate. It usually reads like a real legal agreement and creates a sense of confidence.

The problem is that NDAs are not tested when they are signed. They are tested when someone breaks them. And that is where many DIY NDAs begin to fall apart.

The False Comfort Problem
Most AI-generated NDAs look complete on the surface. They are well formatted and filled with familiar legal language. Many even include detailed definitions of confidential information. But NDAs are not about sounding legal. They are about being enforceable.

The real question is simple: if someone discloses your confidential information, what can you actually do about it? The answer to that question lives in the remedies section. Unfortunately, that is where many DIY NDAs are weakest.

Why Remedies Matter as Much or More Than Definitions
A surprising number of NDAs spend the majority of their length defining what qualifies as confidential information. That part is important, but definitions alone do not protect you. Protection comes from consequences. If the agreement does not clearly spell out what happens after a breach, you are left arguing from scratch.

That uncertainty reduces leverage. It increases legal expense. And in real disputes, leverage matters far more than document length.

The Injunction Gap
One of the most common problems I see in AI-generated NDAs is weak or missing injunction language. An injunction is what allows you to go to court and ask a judge to stop someone immediately. Not months later after a trial, but right now.

Speed matters in confidentiality cases. If trade secrets are posted online or shared with a competitor, financial damages alone rarely fix the harm. Once information becomes public, it cannot be made private again.

Strong NDAs recognize this reality. They include clear language confirming that a breach will cause irreparable harm, acknowledging that monetary damages are not sufficient, and expressly allowing the disclosing party to seek immediate injunctive relief. Without that language, you may already be starting from a weaker position.

Why Courts Care About This Language
Many business owners assume a judge will simply understand that confidentiality is important. Sometimes that is true. Sometimes it is not. Courts rely heavily on the contract in front of them. If the agreement is vague about remedies, you may face arguments that damages can be calculated later or that the contract does not clearly allow emergency relief.

That kind of ambiguity slows everything down. And delay is the enemy in confidentiality disputes.

The Enforcement Reality
An NDA is more than a legal document. It is also a negotiation tool. A strong remedies clause changes the conversation the moment a breach occurs. Instead of debating what you are allowed to do, you are enforcing what was already agreed upon.

That shift matters. It moves you from persuasion to enforcement. And enforcement is where real leverage lives.

The Illusion of “Good Enough”
AI tools are remarkable, and I use them every day. But speed creates a new risk: the illusion that close enough is good enough. In the context of NDAs, close enough often is not good enough.

You do not discover the weaknesses in an NDA when you sign it. You discover them when you are trying to stop damage in real time. That is the worst possible moment to realize the protections are thin.

What Strong NDA Remedies Look Like
You do not need to be a lawyer to understand the basics of a strong NDA. At a minimum, the agreement should contain clear injunctive relief language without bond that allows immediate court action. It should include an acknowledgment of irreparable harm and clarify that monetary damages alone are insufficient. Strong agreements often include cumulative remedies provisions and, in some cases, fee-shifting language where you can get your attorneys’ fees paid to add real deterrence.

These are not academic details. They are practical enforcement tools.

Why This Matters More Than Ever
Confidential information moves faster today than ever before. A single forwarded email or social media post can cause damage in minutes. The speed of modern communication means that contracts must be stronger, not faster.

There is an irony here. The same tools that make it easy to generate an NDA also make it easier to destroy the value the NDA is supposed to protect.

A Better Approach
This is not an argument against AI. It is an argument for judgment. AI is a powerful starting point. It can help frame issues and organize ideas. But when the stakes involve intellectual property, deal flow, or trade secrets, enforcement language should not be treated as an afterthought.

The real value of an NDA is not how quickly it can be generated. It is how strongly it protects you when it is tested.

The Bottom Line
Many NDAs look strong on the surface but are weak where it matters most. If remedies and injunction provisions are thin or unclear, the agreement may provide comfort without real protection. And comfort is not what you need when confidential information is at risk.

Before relying on a DIY NDA, it is worth asking a simple question: if this agreement is breached tomorrow, do I have the tools to stop the damage immediately? If the answer is unclear, the agreement probably is too.

In confidentiality matters, strong remedies are not a luxury. It is imperative.

Have the NDA reviewed by a lawyer or pay the price later.

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Yassine Khalfalli, Unsplash

Most business owners skim the miscellaneous section of a contract. That is a mistake. These provisions often control how disputes are handled. One of the most important is the waiver clause. It protects you when you choose not to enforce a minor breach so that decision does not become a permanent surrender of your rights.

Most People Skip This Section
When clients review contracts, they focus on the obvious terms. Price. Scope. Term. Termination.

Then they reach the end and see a heading like “Miscellaneous” or “General Provisions.”

It sounds harmless. Administrative. Boilerplate.

So they skim it.

Sometimes they skip it entirely.

That is where problems begin.

The Back Half of the Contract Often Decides the Fight
In real disputes, the miscellaneous section shows up more than people expect.

Venue and jurisdiction clauses decide where the lawsuit happens.
Notice provisions decide whether someone gave proper notice.
Integration clauses decide whether side promises matter.

And the waiver clause often decides whether a party still has rights at all.

Let that sink in.

Not the pricing section.
Not the business terms.

The waiver clause.

What Is a Waiver Clause?
A waiver clause answers a simple question:

If I let something slide once, do I lose the right to enforce it later?

A typical waiver provision says something like this in plain English:

If a party chooses not to enforce a provision once, that does not mean they have waived it forever. Any waiver must be in writing and applies only to that specific instance.

It sounds technical. It is not.

It is protection.

Why This Matters in the Real World
Business relationships are not perfect. Even good partners miss deadlines. Send late payments. Fail to follow a minor technical requirement.

In many cases, enforcing every small breach would damage the relationship more than help it.

So businesses do what reasonable people do.

They give grace.

They allow a one time exception.

Without a strong waiver clause, that grace can come back to haunt you.

Here is how.

The Slow Creep Problem
Imagine a contract that requires written notice within five days of a problem.

The first time it happens, you let it go. You want to preserve the relationship.

The second time, the other side says, “You did not enforce it last time.”

By the third time, they argue you waived the requirement entirely.

Now the technical protection you negotiated is gone.

Not because you agreed to remove it.
Because you were reasonable once.

A well written waiver clause stops that slow creep.

It draws a clear line.

Grace once does not mean surrender forever.

Preventing Strategic Behavior
This is where the waiver clause becomes even more important.

Most breaches are not strategic. They are human.

But sometimes, they are.

A party may test boundaries. Start small. See what you tolerate.

If there is no clear waiver language, your silence can be used against you later.

I have seen this happen in franchise relationships, partnership disputes, and vendor agreements.

A party allows a technical violation early in the relationship. Later, when enforcement really matters, the other side claims the right is gone.

Not because the contract changed.
Because behavior filled the gap.

The waiver clause prevents that.

It says the contract speaks louder than a moment of patience.

Why Business Owners Miss This
There are two reasons.

First, the name.
“Miscellaneous” sounds unimportant.

Second, the language.
These provisions often look standardized. Boilerplate. Copy and paste.

But boilerplate exists for a reason. It reflects decades of litigation lessons.

When lawyers tighten waiver language, it is usually because they have seen what happens without it.

How to Protect Yourself
You do not need to memorize legal language. But you should do three things.

First, slow down at the end of the contract.
The last pages often carry outsized weight.

Second, make sure the waiver clause is clear.
It should state that any waiver must be in writing and applies only to the specific instance.

Third, act consistently.
Even with a strong clause, document exceptions. A short email can preserve your position.

Something as simple as:
“We will allow this one time exception, but all contract terms remain in effect going forward.”

That sentence can save you.

The Bottom Line
The miscellaneous section is where contracts quietly protect you.

It is not flashy. It does not sell the deal.

But when things go sideways, it often decides who has leverage.

The waiver clause is a perfect example.

It lets you be reasonable without being vulnerable.
It allows flexibility without surrender.
It protects relationships without rewriting the contract.

So the next time you review an agreement, do not stop reading when the business terms end.

The real power is often hiding in the pages labeled “miscellaneous.”

And in contracts, the details you almost skip are usually the ones that matter most.

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Markus Winkler, Unsplash

I talk with prospective franchisees a lot. Smart people. Successful professionals. Many of them are leaving corporate careers because they want more control, more upside, and a business they can call their own.

They usually start with the same belief.

Franchising is safer.
Franchising is proven.
Franchising works better than going it alone.

That belief does not come out of thin air. It is carefully marketed.

The franchise industry pitches certainty.

The pitch is familiar. You are not starting from scratch. The system is tested. The brand is established. Follow the playbook and success will follow. Compared to an independent business, the odds feel stacked in your favor.

Here is the truth I owe my franchisee clients.

Franchising is not inherently safer.
Franchising is not inherently proven.
And franchising can lock you into one of the most restrictive business relationships you will ever sign.

The idea of the “proven system”

Most franchise sales conversations revolve around the system. Training. Operations manuals. Vendor relationships. Marketing playbooks.

What rarely gets questioned is this simple point.

Proven for whom?

A franchise can point to systemwide growth and still have a large percentage of struggling franchisees. A brand can expand rapidly while individual owners barely break even. Unit openings do not always equal franchisee profitability.

The Franchise Disclosure Document (FDD) will show you historical data, but it does not guarantee your outcome. It does not promise profitability. And it certainly does not adjust for your market, your costs, or your execution.

A system may be proven to scale the franchisor’s revenue. That does not mean it is proven to protect the franchisee.

What the marketing does not emphasize

Franchising is sold as business ownership. Legally, it is closer to a long-term, one-sided contract.

Once you sign, you are bound by terms that often favor the franchisor in almost every meaningful way.

Royalties are owed regardless of profitability.
Marketing fees continue even when the marketing does not perform.
Operational control often rests with the franchisor, not you.
Exit rights are limited, conditional, and expensive.

Many franchisees do not realize that they cannot simply walk away if things are not working. It is difficult to terminate if things are not working out. Cure periods are short. Defaults can pile up quickly. Selling the business usually requires franchisor approval, transfer fees, and a buyer willing to accept the same problems or restrictions you are trying to escape.

When you are with the wrong franchisor, the system becomes a trap instead of a support structure.

Why this surprises so many smart people

Most franchise buyers focus on the brand and the business model. Very few focus on the legal relationship.

That is understandable. The excitement of ownership is emotional. The sales process is polished. The risks are softened by success stories and testimonials.

The agreement, on the other hand, is long, technical, and written in a way that does not encourage you to challenge it. Plus, many franchisors will tell you it is not negotiable anyway.

But that document governs everything that happens after the honeymoon phase ends.

It controls what you pay, how you operate, how you exit, and how disputes are resolved. It determines whether you can adapt, whether you can recover from mistakes, and whether you can eventually move on.

The right way to think about franchising

Franchising is not good or bad by default. It is a tool.

With the right franchisor, realistic expectations, and a fair agreement, franchising can work well. With the wrong franchisor and the wrong contract, it can quietly drain time, capital, and confidence.

The real question is not whether the system is proven.

The real questions include:

What does the franchisor do when franchisees underperform? Are there a number of terminations and transfers within the franchise? Or, is there a business plan in place to help franchisees become successful?
Do the financial obligations make sense if revenue is slower than projected?
How hard is it to exit, sell, or pivot?

These answers are not found in the marketing. They are found in the FDD and the franchise agreement.

My advice to every prospective franchisee

Slow down before you sign.

Treat the franchise agreement like a long-term business marriage, not a starter kit. Ask hard questions early, while you still have leverage. Understand that you are buying into a legal structure, not just a brand.

Franchising can work. But only when you understand the truth about how these systems actually operate and who they are designed to protect.

My job as a franchisee lawyer is not to sell you a franchise. It is to help you avoid the wrong one.

where is my mind?
Roman Melnychuk, Unsplash

I have sat across the table from hundreds of business owners who all say some version of the same thing: “I did not think this would become a problem.” That sentence usually comes right before a costly fix that could have been avoided with a little planning.

From the perspective of a business lawyer, most legal problems are not caused by bad intent. They are caused by growth, speed, optimism, and assumptions. Below are the five of the biggest legal issues I see businesses face, framed around the questions clients usually ask when it is already a little too late.

  1. “Do I really need a written agreement if we trust each other?”

Yes. Trust and clarity are not opposites. In fact, good agreements protect relationships by setting expectations before emotions get involved.

The most common problem I see is businesses operating on handshake deals, email threads that do not include clear, well-thought-out planning, or incomplete AI templates pulled from the internet. When something goes wrong, the question becomes whose version of the deal controls. Courts generally do not decide cases based on what seemed understood at the time. They usually decide based on what is written.

Key risk areas include unclear payment terms, missing termination rights, vague scopes of work, and no dispute resolution process. A well drafted agreement does not make things overly complicated. It makes expectations clear and problems easier to avoid. It makes you prepared.

  1. “We formed an LLC. Are we not protected personally?”

Forming an entity is a great first step. It is not the finish line.

Limited liability only works if the business is treated like a real business. That means separate bank accounts, proper capitalization, signed contracts in the company’s name, and basic corporate housekeeping. When those lines blur, personal assets can be pulled into business disputes.

I often tell clients that the entity is a shield, but only if you actually use it. Courts look at behavior. If the business and the owner are treated as the same thing, liability often follows the same path.

  1. “Can I terminate this employee?”

The answer often has less to do with the employee’s actual performance and more to do with what your own paperwork says.

One of the most common problems we see is a long history of positive or even glowing performance reviews for an employee who, in reality, has struggled for years. The business owner knows there have been issues, but the documentation tells a very different story. On paper, the employee looks successful. In practice, the company is frustrated.

When termination happens in that situation, the written record becomes a problem. The question is no longer whether the employee performed poorly. The question becomes why the company said everything was fine for so long and then suddenly decided otherwise.

Courts and attorneys focus heavily on documentation. Performance reviews, emails, and written evaluations are often treated as more reliable than after the fact explanations. If the record suggests there was no problem, it becomes much harder to justify a termination decision.

This does not mean you cannot terminate the employee. It means you should be careful and deliberate. Performance issues should be addressed early, documented accurately, and communicated clearly. Honest evaluations protect both the business and the employee by aligning expectations with reality.

Good documentation is not about building a case. It is about telling the truth consistently over time. When your records match your reality, termination decisions are far easier to defend and far less likely to turn into legal disputes.

  1. “What happens if a partner or owner wants out?”

This question usually surfaces during periods of stress, but I also see it when things are going great, because success can sometimes invite greed. There are disagreements. Life changes. Better opportunities arise.

Without a clear operating agreement or buy sell structure, exits become emotional and expensive. I have seen profitable businesses fall prey to these problems because owners never agreed on valuation methods, voting rights, or exit mechanics.

The best time to address this issue is when everyone is getting along up front. Clear rules for ownership changes, decision making, and dispute resolution protect both the business and the people behind it.

  1. “Do I really need to worry about compliance if I do not have any problems right now?”

Compliance often feels unnecessary until it is not.

Depending on the industry, this can involve licensing, data privacy, advertising rules, franchising laws, or industry specific regulations. The problem is that growth tends to outpace compliance. What was acceptable at one stage becomes risky at the next.

Regulators and plaintiffs do not care that you were busy building the business. They care whether the rules were followed. Periodic legal checkups help identify risk before it turns into enforcement or litigation.

A final thought

Most legal problems do not start as legal problems. They start as business decisions made quickly, informally, or without a full view of future consequences.

My role as a business lawyer is not to slow you down. It is to help you move forward with clarity and confidence. When you address problem areas early, you are not just reducing legal risk. You are building a stronger, more resilient business.

If you ever find yourself asking, “Is this something I should run by a lawyer?” the answer is usually yes. Not because something is wrong, but because you want to keep it that way.

we made it
David Gavi, Unsplash

As a business lawyer, I am often asked a version of the same question, usually after a client’s voice drops a notch.

“How is this going to turn out?”

It is a fair question. Lawsuits often feel make-or-break because they threaten time, money, reputation, and focus all at once. Most business owners are not afraid of hard work or risk. They are afraid of uncertainty.

Let us talk through the questions business owners actually want answered.

What does a lawsuit really put at risk?

The first concern is usually personal exposure.

Most owners want to know whether their house, savings, or personal assets are on the line. The answer depends on structure, documentation, and behavior. A properly formed and maintained corporation or LLC can provide real protection, but it is not automatic. Personal guarantees, sloppy separation between personal and business finances, or claims involving fraud or certain wage laws can pierce that shield.

The practical takeaway is this. The risk is not just the lawsuit. The risk is how your business has been operated up to this point.

How expensive is this going to get?

Legal fees add up fast. Even a relatively small dispute can cost tens of thousands of dollars in legal fees before you ever get close to a resolution.

But the lawyer invoices are only part of the cost.

A lawsuit drains cash in quieter ways. Time pulled away from running the business. Management focus lost to emails, calls, discovery responses and court deadlines. Growth decisions delayed. Stress that follows you home. Even a case you eventually win can cost far more than what you pay your lawyer.

That is why early strategy matters. The biggest cost driver in litigation is rarely the size of the claim. It is how long the dispute lasts and how reactive the parties become once emotions take over. Clear thinking at the beginning often saves more money than any clever legal argument later.

Will this hurt our reputation?

This question usually comes next, especially for owners who have spent years building trust with their customers and vendors.

Most lawsuits do not become public spectacles. Many are resolved quietly through negotiation, mediation, or settlement before any meaningful exposure occurs. That said, how you respond matters.

A defensive posture, angry emails, or public statements made in frustration can do more reputational harm than the lawsuit itself. Clients, employees, and partners are watching less for perfection and more for steadiness.

Reputation is protected by maintain composure and restraint, not by winning every skirmish.

Should I fight or settle?

This is the hardest decision and the most misunderstood.

Business owners often frame it as a moral question. Right versus wrong. Principle versus surrender. Courts do not operate on principle. They operate on evidence, procedure, and risk allocation.

The better question is asking, what outcome best protects the long term health of my business?

Sometimes fighting is necessary. Other times, settling early is the most disciplined business decision you can make. Settling is not weakness. It is often the very best thing you can do for your business long term.

A good business litigation lawyer should help you evaluate leverage, cost, distraction, and probability, not just legal merit.

How long will this take?

Litigation moves slowly, especially compared to business.

Months turn into years. Deadlines get extended. Motions pile up. If you plan for a fast resolution, it may feel like death by delay.

This is why survival is about planning, not prediction. You assume the case will last longer than you want. You budget conservatively. You build the lawsuit into your operating reality rather than waiting for it to disappear.

The businesses that survive lawsuits do not hope and pray. They adapt.

What can I do now to protect myself?

This is the question I wish more owners asked before they were served with a petition.

Strong contracts. Clear payment terms. Thoughtful insurance coverage. Clean corporate records. Documented decisions. Calm communication. These are not legal formalities. They are survival tools.

When a lawsuit arrives, the documentation tells the story. Businesses that document well defend well.

So, can your business survive a lawsuit?

In most cases, yes.

But survival has less to do with the strength of the claim and more to do with preparation, mindset, and decision making under pressure. Lawsuits do not usually destroy businesses overnight. They wear them down when owners overreact, or try to fight on emotion instead of strategy.

The goal is not just to get through the lawsuit.

The goal is to emerge steady, solvent, and focused on the business you are still building while the case runs its course.

That is what survival actually looks like.

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For high school and college athletes, opportunity often arrives fast. A NIL deal. A sponsorship deal that must be signed by the weekend.

Most athletes are told the same thing. Do not worry. Your agent has it covered.

That advice can be costly.

Agents are hired to find opportunities. Lawyers are hired to protect futures. Those are not the same jobs.

Agents Are Deal Finders. Lawyers Are Risk Spotters

A good agent is focused on relationships, branding, and revenue. Their value is in getting deals done. Speed matters. Momentum matters. Closing matters.

Legal language is different.

Contracts are written to protect the party who drafted them. They are filled with provisions that quietly shift risk to the athlete. Termination rights. Indemnification clauses. Morality standards. Control over name, image, and likeness long after the deal ends.

Most agents are not trained to dissect those clauses. Many openly admit that contract interpretation is not their specialty. Others do not.

That gap is where athletes get hurt.

A lawyer’s job is to slow the process down just enough to see what others miss but still keeping that deal alive.

What Happens After the Deal Matters Just as much as the Deal Itself

Athletes tend to focus on the front page. How much? How long? Who is paying?

Lawyers focus on what happens when something goes wrong.

What if the sponsor pulls out?
What if the athlete gets injured?
What if a social media post violates a vague morality clause?
What if the school changes policies?
What if the athlete transfers?
What if rules shift mid season?

These scenarios are not hypothetical. They are happening every day.

Once a contract is signed, leverage disappears. The time to protect yourself is before the signature, not after the dispute.

Schools and Conferences Are Adding Restrictive Language

This is one of the most overlooked risks for athletes today.

Many schools and conferences are inserting provisions into participation agreements, NIL disclosures, and related documents that restrict athlete rights. Some limit outside endorsements. Some give the school broad approval authority. Others require athletes to waive claims or agree to dispute resolution processes that favor the institution.

Athletes often assume these documents are standard and non negotiable.

That assumption is dangerous.

These agreements are drafted by lawyers whose job is to protect the school and the conferences. They are not drafted with the athlete’s long term interests in mind.

Even documents tied to NCAA compliance can contain language that reaches far beyond eligibility and into future earning power.

A lawyer reviews these documents with an important question in mind. What is the athlete giving up without realizing it?

Why Having Both an Agent and a Lawyer Is the Smart Play

This is not an either or decision.

The best outcomes happen when agents and lawyers work together.

Agents open doors.
Lawyers read the fine print behind those doors.

When a lawyer flags a problematic clause, the agent can often renegotiate it. When an agent understands the legal risk, they can structure better deals going forward.

Athletes who rely on only one side of that equation are exposed.

Parents Should Be Asking One Simple Question

If you are a parent of a high school or college athlete, ask this before any signature.

Who reviewed this contract solely from my child’s legal protection standpoint.

If the answer is no one, that is the moment to pause.

A short legal review can prevent years of restriction, lost income, or disputes that follow an athlete long after their playing days are over.

Opportunity is exciting. Protection is essential.

The athletes who win long term are not just talented. They are are smart, prepared, and careful.

*At Brick Gentry, Rush Nigut and his partners represent high school, college, and professional athletes in contract review and negotiation matters. Rush and his team have advised athletes across many major sports, including football, basketball, baseball, golf, and track and field. To protect athletes and their futures, client identities are kept confidential. The firm’s experience includes representing athletes who have competed at the highest levels of college and professional sports.

Young businessman in suit signing contract with his colleague while corporate lawyer explaining details of partnership sitting in modern office indoors
Vitaly Gariev, Unsplash

Many franchise buyers focus on what the franchise representatives say the franchise will do for them and overlook the written contract that actually governs the relationship. Common mistakes include assuming the agreement is standard, underestimating exit restrictions, overlooking long term costs, and signing before fully understanding risk. A careful reading of most franchise agreements reveals that franchisors often commit to very little, and in some cases, to almost nothing at all.

Why do so many franchise buyers misunderstand the franchise agreement?

Most franchise buyers have never seen a franchise agreement before. The documents are long, technical, and sometimes presented late in the sales process, often after excitement and momentum have built. Buyers are encouraged to focus on training, support, and growth potential, while the agreement quietly controls fees, termination rights, and exit options.

The agreement is not background paperwork. It is the deal.

Is the franchise agreement just a formality?

No. One of the most common mistakes is treating the franchise agreement as a formality after deciding to buy the franchise. In reality, the agreement defines nearly every aspect of the relationship, including what the franchisor will do for you and what happens when things go wrong. Buyers who assume the contract is standard often discover later that small provisions carry significant consequences.

What do franchise buyers misunderstand about risk?

Many buyers believe risk is limited to their initial investment. In reality, franchise agreements often include ongoing obligations that survive termination, personal guarantees, noncompete restrictions, and post termination payment requirements. These provisions can create financial exposure long after the business stops operating.

Understanding risk requires reading beyond headline terms and marketing summaries.

Why do buyers underestimate exit restrictions?

Exit rights are one of the most misunderstood parts of a franchise agreement. Many agreements make it difficult or expensive to sell, transfer, or walk away. Buyers often assume they can exit like any other business and start up a new nonfranchise business. In reality, franchisors have noncompete terms, control transfers, impose approval requirements and may restrict who you can sell to and on what terms.

The ability to exit matters just as much as the ability to enter.

What do people get wrong about franchise fees and costs?

Franchise buyers often focus on the initial franchise fee and underestimate long term costs. Royalty structures, marketing fund contributions, required vendors, technology fees, and audit rights can significantly affect profitability. These costs are often buried across multiple sections of the agreement and franchise disclosure document.

Profitability depends on understanding total obligations, not just startup costs.

Why do buyers assume franchisors will never negotiate?

Another common misconception is that franchise agreements are entirely nonnegotiable. While franchisors rarely rewrite agreements wholesale, many are willing to discuss specific provisions when concerns are raised thoughtfully. Buyers who assume negotiation is impossible often give up leverage before the conversation even begins.

Silence is not strategy.

What role does timing play in franchise mistakes?

Many mistakes occur because buyers wait too long to seek legal review. By the time the agreement is presented, buyers may feel pressure to move quickly. Deadlines, incentives, or territory availability can create urgency that leads to rushed decisions. Legal review is most effective before expectations are set and the prospective franchisee has already decided to purchase the franchise.

Time pressure benefits the seller, not the buyer.

What is the most important mindset before signing?

The most important mindset is discipline. Franchise buyers who succeed long term approach the agreement as a business contract, not a reward for being selected. They ask hard questions, focus on the most impactful issues, and remain willing to walk away if the risks do not align with their goals.

Confidence comes from clarity, not enthusiasm.

Final thought for prospective franchisees

A franchise agreement is not designed to be fair. It is designed to protect the franchise system. That does not mean it is automatically a bad deal, but it does mean you must understand it before you sign. The most expensive franchise mistakes are often made before the doors ever open.