Law Offices Of SRIS, P.C. drafts, reviews, negotiates, and enforces commercial contracts — and litigates them when they fail. Breach actions, remedies analysis, UCC sale-of-goods matters, and specific-performance proceedings across Virginia, Maryland, the District of Columbia, New Jersey, and New York. The negotiation desk includes a Ph.D.-credentialed attorney whose research subject is the practice itself.
The first draft sets the negotiating posture. Counsel drafts to actual operating intent, defined risk allocation, and the law of the controlling jurisdiction — not to a template that survives by being too vague to enforce.
The counterparty's draft is a position, not a finished document. Review identifies risk allocation, caps and carve-outs, indemnity scope, governing-law and forum-selection traps, and termination mechanics that are routinely buried by drafters of the first paper.
Tracked-changes redline returned with comment-grade reasoning attached. Negotiation strategy informed by the firm's Ph.D.-credentialed attorney whose research field is communication and applied negotiation — read in plain terms, the people on this desk study how the conversation works.
When performance fails, the case turns on the four elements of breach (existence, performance, breach, damages), the remedies the contract preserved, and the limitations clock that begins the day the breach occurred — not the day it was discovered.
Once a contract involves the sale of goods, Article 2 of the Uniform Commercial Code overrides the common law of contracts. Different statute of frauds. Different limitations period. Different rules on offer, acceptance, modification, and warranty. Different remedies — including the merchant-specific provisions that decide most B2B disputes.
Sale-of-goods contracts for $500 or more must generally be in writing. The merchant exception (§ 2-201(2)) allows a confirmatory writing between merchants to bind both sides if not objected to within 10 days.
Where purchase orders and acknowledgments contain different or additional terms, § 2-207 — not the common-law mirror-image rule — decides which terms control. Most B2B contract disputes turn on this section, not on the documents the parties intended to sign.
Unlike the common law, modification of a UCC contract requires no consideration. But where the original contract requires written modification (NOM clause), the writing requirement controls — except as to merchants who must separately sign.
Express warranties (§ 2-313), implied warranty of merchantability (§ 2-314), and implied warranty of fitness for a particular purpose (§ 2-315) attach by operation of law unless properly disclaimed. Disclaimer language must be conspicuous and must follow specific magic-word requirements.
Any action for breach of a sale-of-goods contract must be commenced within four years after the cause of action accrued — regardless of the longer general written-contract limitations period in the same state. Parties may shorten to one year by agreement; cannot extend.
Samantha R. Powers, Of Counsel, holds a J.D./M.A. from the University of Florida and a Ph.D. in Communication from UC Santa Barbara — eighteen-plus years of practice as a peer-reviewed researcher whose subject is the structure of negotiated conversations themselves. Most law firms have negotiators. Few have one whose academic record is in how negotiation works.
That orientation shows up in the markup. Counterparty positions are read in terms of stated and unstated interests, BATNAs are mapped before counterproposals are sent, and the language of the redline itself is calibrated to the audience that will receive it. The discipline produces shorter cycles and cleaner final paper.
Remedies analysis is the first conversation in any breach engagement, because it determines whether the case is worth filing and, if so, what relief the complaint should seek. Below are the principal categories — each governed by its own elements, evidentiary burden, and statutory or equitable limits.
The default measure — what would have placed the non-breaching party in the position they would have occupied had the contract been performed. Lost profits, cover damages, and consequential damages where foreseeable under Hadley v. Baxendale.
Recovery of expenses incurred in reliance on the contract — useful where expectation damages are speculative or where the contract is unenforceable but performance was rendered. Often the recovery measure under promissory estoppel.
Recovery of the benefit conferred on the breaching party — based on unjust enrichment rather than the contract terms. Available where the non-breaching party has performed in part and the contract is rescinded or unenforceable.
An equitable order compelling actual performance — available where damages are inadequate (real estate, unique goods under UCC § 2-716, certain settlement and IP transfer obligations). Discretionary; subject to clean-hands and feasibility analysis.
Pre-agreed damages stated in the contract itself. Enforceable only if (a) actual damages would have been difficult to ascertain at formation and (b) the stated amount is a reasonable forecast — not a penalty. Penalty clauses are routinely struck.
Temporary restraining orders, preliminary injunctions, and permanent injunctions — most often deployed in non-compete, non-solicitation, trade-secret, and IP-license matters where money damages cannot rewind the breach. Bond and irreparable-harm showings required.
The single most damaging mistake in contract litigation is missing the limitations period. Each jurisdiction sets its own clock for written contracts, oral contracts, and sale-of-goods actions under UCC § 2-725. Below is the comparison the firm runs at intake on every breach matter.
| State | Governing Code | Written-Contract SOL | UCC § 2-725 | Notable Trap |
|---|---|---|---|---|
|
Virginia VA
|
Va. Code § 8.01-246
Title 8.2 (UCC Art. 2) § 11-2 (statute of frauds) |
5 yearsWritten
|
4 yearsGoods
|
Oral contract SOL is just 3 years. Specialty contracts under seal extend to 10 years. UCC sale-of-goods limitations period overrides the longer 5-year written rule. |
|
Maryland MD
|
Md. Cts. & Jud. Proc. § 5-101
Md. Comm. Law § 2-101 (UCC) § 5-901 (statute of frauds) |
3 yearsWritten or oral
|
4 yearsGoods
|
Specialty contracts under seal: 12 years — so an instrument actually under seal carries a much longer clock than ordinary contracts. Equitable claims subject to laches, not § 5-101. |
|
D.C. DC
|
D.C. Code § 12-301
§ 28:2-101 (UCC Art. 2) |
3 yearsWritten or oral
|
4 yearsGoods
|
Discovery rule applies sparingly — the cause of action accrues on breach, not on discovery, in most contract contexts. Equitable estoppel may toll where the breaching party's conduct concealed the breach. |
|
New Jersey NJ
|
N.J.S.A. 2A:14-1
§ 12A:2-101 (UCC Art. 2) § 25:1-5 (statute of frauds) |
6 yearsWritten or oral
|
4 yearsGoods
|
Construction-defect contracts have a 10-year repose period under § 2A:14-1.1 in addition to the 6-year SOL. NJ also accepts the discovery rule more liberally than DC or VA. |
|
New York NY
|
N.Y. CPLR § 213
NY UCC § 2-101 NY GOL § 5-701 (frauds) |
6 yearsWritten or oral
|
4 yearsGoods
|
Parties may shorten the UCC limitations period to one year by agreement under § 2-725(1) — and many vendor terms do exactly that. Failure to read shortened-SOL language at formation extinguishes claims that would otherwise live four more years. |
The signed paper is necessary but not sufficient. A breach claim requires four elements: (i) the existence of an enforceable contract, (ii) the plaintiff's own performance (or excuse from performance), (iii) the defendant's breach, and (iv) resulting damages. Each element is independently testable. A defendant's most productive defense is often not denial of the breach — it is denial of the plaintiff's own performance or proof that no recoverable damages flowed from the breach.
Counsel evaluates each element before the demand letter is sent, not after the lawsuit is filed.
You can. Many people do. The risk is concentrated in five clauses that are routinely buried by drafters of the first paper: (1) governing law and forum selection, which can require you to litigate two thousand miles away; (2) limitation-of-liability caps, which can reduce your recovery to a small fraction of actual damages; (3) indemnification, which can require you to pay the other side's attorneys' fees even when they were the breaching party; (4) termination and renewal provisions, which can lock you into multi-year auto-renewals; and (5) IP and confidentiality language, which can transfer ownership of work product or trade secrets.
Counterparty review at this stage costs a small fraction of what enforcement costs after the contract is signed.
Significantly. Arbitration clauses generally bar court litigation on the merits and route disputes to private adjudication under the Federal Arbitration Act or a state equivalent. Discovery is limited, motion practice is constrained, the arbitrator's award is largely unreviewable, and most arbitrations include cost-shifting provisions that can deter low-value claims. The choice of forum (AAA, JAMS, ICC, ad hoc) and choice of rules (Commercial, International, Construction) determines much of the procedural posture.
The clause should be read carefully before any demand is sent — including the precondition language (mediation first, mandatory negotiation period, notice requirements) that often gates the right to arbitrate at all.
Sometimes — but the threshold is high. Specific performance is an equitable remedy available only where money damages would be inadequate. Real estate transactions are the classic case (every parcel is unique). Unique goods under UCC § 2-716, custom-manufactured goods, and certain IP transfer obligations also qualify. Personal-services contracts generally do not. Settlement agreements can be specifically enforced where the terms are sufficiently definite.
The court considers feasibility (can the order actually be supervised?), clean hands, undue hardship, and the adequacy of legal damages before granting equitable relief.
The UCC (Article 2) governs the sale of goods. The common law governs almost everything else — services, real estate, employment, licensing, and so on. The differences are operational: UCC contracts can be modified without consideration; common-law contracts cannot. UCC § 2-207 governs battle-of-the-forms situations; common law applies the mirror-image rule. UCC § 2-201 imposes a $500 statute of frauds threshold; common law writing requirements vary by subject matter. UCC § 2-725 imposes a 4-year limitations period nationwide; common-law SOLs vary state by state.
The threshold question on every dispute is whether goods, services, or a hybrid is at issue — and for hybrids, whether the predominant purpose is goods (UCC governs) or services (common law governs).
It depends on the state, the type of contract, and whether the parties shortened the limitations period by agreement. Virginia: 5 years for written contracts, 3 years for oral, 4 years for sale of goods under UCC § 2-725. Maryland and D.C.: 3 years generally, 4 years for goods. New Jersey and New York: 6 years generally, 4 years for goods.
Two traps recur. First, the clock generally starts at the breach itself, not at discovery — so a hidden breach can extinguish the claim before the non-breaching party knows about it. Second, parties may shorten the UCC limitations period to as little as one year by agreement under § 2-725(1), and many vendor terms do exactly that. The first task at intake is calendaring the limitations clock.
Send the contract, the counterparty's draft, or the demand letter you received. Intake confirms scope, runs a conflict check, and routes the file to counsel admitted in the bar where any litigation would proceed.
(888) 437-7747