The contract that creates problems usually isn’t the one you spent weeks negotiating with a lawyer on each side. It’s the one a vendor sent over with “standard terms,” that you scanned for the price and the deliverable, signed, and forgot about – until something went wrong eighteen months later and you read the fine print for the first time. By then the leverage is gone. The work I do on contracts is mostly about making sure the document actually says what both sides think it says, and that the things people don’t want to talk about up front are addressed before they need to be.
I’m Lawrence Israeloff. I’m a business attorney and a CPA, and for over two decades I’ve been drafting, reviewing, and negotiating contracts for clients across Long Island and the New York City metro. Most of that work is for closely-held businesses, professional practices, and individual professionals who don’t have a general counsel and need someone to think carefully about agreements before they sign them.
A few patterns I see often enough to call them patterns:
For drafting, I start by asking what the deal actually looks like in practice – not what the client wants the contract to say, but what they actually expect to happen and what could go wrong. That conversation usually surfaces the real provisions that matter, which often aren’t the ones the client thought to ask about. The drafted contract reflects what was discussed, with attention to the situations that weren’t.
For review, I read the document the way a counterparty’s lawyer would three years from now if there’s a dispute – looking for the clauses that hurt my client, the protections that aren’t there, and the ambiguities that go in someone else’s favor. The deliverable is usually a marked-up version with comments explaining what each issue means in plain English, plus a short summary of the highest-priority items to negotiate or accept.
For negotiations, I help clients decide which terms are worth fighting on and which aren’t, and I draft the language for the ones they want to push back on. I don’t generally take over the negotiation (most clients are better off speaking directly with their counterparty on commercial terms) but I provide the legal framing and the specific language so the conversation can stay productive.
Some contracts have substantial tax and accounting consequences that neither party fully thinks through. Independent contractor agreements that should arguably be employment relationships under the IRS’s twenty-factor test (or under New York’s stricter ABC test for unemployment purposes) create exposure on both sides. Compensation provisions in employment agreements (base, bonus, equity, deferred comp, severance) each have different tax treatment and reporting requirements. Buy-sell agreements need to coordinate with the entity’s tax structure to avoid creating phantom income or basis problems for the surviving owners. Royalty and licensing structures can be drafted as ordinary income or capital gain depending on how they’re framed.
Most pure attorneys don’t think about these issues at the contract stage. Most pure accountants don’t get to see the contract until after it’s signed. Having both perspectives in one document review tends to catch things that would otherwise slip through.
The recurring categories: service agreements and master services agreements, particularly for professional and technology services; independent contractor and employment agreements, including offer letters, separation agreements, and restrictive covenants; partnership, operating, and shareholder agreements for closely-held businesses; buy-sell agreements (often as part of broader succession or estate planning work); commercial real estate leases, both for tenants and landlords; vendor and supplier contracts where the client is a buyer of meaningful volume; and asset purchase or stock purchase agreements for smaller transactions that don’t warrant a full M&A engagement.
If your situation is a one-page agreement with no real money or risk on the line, you probably don’t need a lawyer to review it – and I’ll tell you that. The contract review work I do has the most value where the dollars, the duration, or the downside risk justifies the cost of the review.
I’m based in Melville, NY and work with clients across Long Island, the five boroughs, and the broader New York metro. Most of the contracts I see are governed by New York law, though commercial agreements with out-of-state counterparties often involve choice-of-law negotiations worth thinking through carefully. Useful starting points if you want to read on your own: the New York State Bar Association, the IRS business resources, and the Small Business Administration. None of those replace advice tied to the specific contract in front of you.
If you have a contract on your desk you’re about to sign, or one you’ve been asked to draft and aren’t sure where to start, that’s typically the right time to have a conversation. Schedule a consultation and we’ll work through what you have and what it actually says.
