Contract Review Service

Nolla, Palou & Casellas, LLC represents entities and individuals in a wide variety of commercial transactions, civil law and administrative matters.

This Firm was founded almost two decades ago by attorneys who wanted to serve clients directly, understand and serve their needs, efficiently, and add value.

Since then, our approach has been based on extensive proactive advice and
extensive experiences in contract formation and review, for example, gathered through document review, thorough due diligence in M&A and Real Estate transactions, negotiating credit facilities and their modification, and working across clients in many industries, on contractual disputes and in litigation.

Many of our clients have contracts they developed or used elsewhere, were prepared by Counsel, AI or other services in another jurisdiction or may have questions on contract clauses. They want a Puerto Rico attorneys’ opinion on contracts, or just have general questions or concerns regarding various contractual provisions.

We advise and represent entities and individuals in a wide variety of transactions, involving commercial and civil law in Puerto Rico. These diverse clients include, among others, individuals, investors, VC, financial institutions, startups, small businesses, national and international companies.

One of our main focuses in contract review has always been, what are the expectations of what should happen when a party fails to perform the obligations under the contract?

Other important and recurring questions are:

How will ambiguity affect the interpretation of a contractual provision?

Are the general clauses reasonable, and will they be interpreted against the party who drafted them?

Are there any abusive and voidable clauses?

What happens if unforeseen or unpredictable events occur?

If anything is contrary to Puerto Rico law, will a Court readjust the infringing provision or strike the whole contract?

What are the mechanisms to enforce, resolve disputes, the remedies, forum, proper venue, and available? How will disputes be addressed and settled? In which jurisdiction may lawsuits be filed?

How can an agreement be terminated? What may happen in the event the contract is breached?

How damages will be calculated?

Our firm’s Puerto Rico lawyers perform contract review and preparation, and are experienced in negotiating, drafting, and reviewing agreements of all types. For example:

– Independent contractor and services agreements.
– Agency agreements.
– joint venture, shareholder, partnership, operating, and other agreements defining the rights and obligations of the principals of a business.
– Limited liability partnership (LLP) and limited liability company (LLC) agreements.
– Agreements for the acquisition, sale, reorganization, and restructuring of corporations, partnerships, and other business entities.
– Asset transfers, pledges, and liens.
– Capital and financing facilities, promissory notes, and restructurings.
– Leases.
– Brokerage.
– Logding.
– Trade agreements.
– Software development.
– Licensing agreements.
– Vendor contracts, supply contracts.
– Purchase and Sale, Waivers of Rights.
– Terms of service.
– Project development.
– Construction contracts.
– Dissolution of business entities and developing exit strategies.
– Non-Compete / Non-Competition agreements.
– Nondisclosure agreements.
– Separation agreements.
– Exclusive distribution, dealers, representatives, franchises, or sales representatives’ agreements under Puerto Rico Acts No. 75 of June 24, 1964, and No. 21 of December 5, 1990. We provide advice in matters related to distribution proposals, contracts and negotiations of modification or termination of relationships.

Nolla, Palou & Casellas, LLC can assist you with contract review for compliance with Puerto Rico laws, and negotiate stronger contract with accurate local insight, for peace of mind of having eyes catch hard to spot contract risks, that hidden banana peel you can slip on.

We exist to serve our clients. We offer comprehensive contract review services to our clients. Once you send us your contract, we review it, comment, and discuss the contract with you. We give you our honest opinion on your contract and the risks involved. Clients also use our contract review service when they require interpretation of various provisions long after the execution of a contract. We fully support startups and emergent businesses.