Contract drafting and review.

A contract controls what you get, what you owe, and what happens when something goes wrong, and the time to have an attorney involved is before you sign, not after. Michael Paluska is a contract attorney in Salem, Oregon who drafts, reviews, and negotiates business contracts for clients throughout the Willamette Valley, from Commercial Leases and Purchase Agreements to Easements and Letters of Intent.

What Oregon law says about contracts

Oregon enforces the contract you signed, as written. If a dispute reaches a courtroom, the judge reads the document, and what you meant to agree to matters far less than what the words say.

Some agreements are not enforceable at all unless they are in writing. Under ORS 41.580, Oregon’s statute of frauds, an agreement is void unless it is in writing and signed by the party to be charged when it cannot be performed within one year, when it involves the sale of real property or any interest in real property, when it leases property for longer than one year, or when it is a commercial promise to lend money or extend credit. Many of the contracts that matter most to a business fall into those categories.

The rest of the time an oral agreement may technically be enforceable, but proving what two people said to each other months or years ago is expensive and uncertain. A well drafted contract is cheaper than a lawsuit about a poorly drafted one, and far cheaper than a lawsuit about a handshake.

The contracts Michael drafts and reviews

Michael handles most of the contracts an Oregon business or property owner encounters. The most common engagements include:

Commercial Leases

Full service and triple net, for landlords and tenants, along with Cell Tower Leases and Farm Leases.

Real estate contracts

The Sale Agreement and Receipt for Earnest Money, Purchase and Sale Agreements, and Easements, for commercial and agricultural property.

Business sale contracts

Asset Sale Agreements, Stock Sale Agreements, Purchase Agreements, and Sale Agreements, whether you are the buyer or the seller.

Letters of Intent

The document that sets the key terms, structure, and timeline of a transaction before either side spends money on full transaction documents.

Some of these contracts sit at the center of their own practice areas. When a contract is part of a larger transaction, such as an Asset Sale Agreement inside a business sale or a Purchase and Sale Agreement inside a farm purchase, the contract work and the transaction work are one engagement, described on the Buying and Selling a Business and Commercial and Agricultural Real Estate pages. This page covers the skill that runs through all of it, and the engagements where the contract is the whole job.

What Michael does not handle

Michael does not draft or review employment contracts, vendor contracts, or standalone nondisclosure agreements. He does not prepare Wills or Trusts; those belong with an estate planning attorney, and Michael works with several. Keeping the scope honest means that when you bring Michael a contract, you get an attorney who works in that territory every week, not one stretching to cover it.

The review: the good, the bad, and what is missing

When you bring Michael a contract to review, he goes through it word by word and marks up three things: the terms that work for you, the terms that work against you, and the questions the contract raises that need answers before you sign.

Then comes the part experience is for. Michael identifies what is not in the contract: the protections, terms, and contingencies that should be on the page and are not. A contract can read smoothly, contain nothing objectionable, and still be dangerous because of what it leaves out. Spotting a bad clause takes a careful reader. Spotting a missing one takes someone who has read thousands of these documents and knows what belongs there. That is what more than thirty years of transactional practice brings to the table, and it runs across every kind of contract Michael handles: he can review a Commercial Lease, a Purchase and Sale Agreement, or a Stock Sale Agreement and tell you the good, the bad, and what is missing.

You receive the marked up contract, and then you and Michael go through the entire document together, in person at the Salem office when possible, or by video meeting when it is not. That meeting takes real time, and it is one of the most important steps in the process: it is where Michael learns what matters most to you, and where his experience and your priorities combine to shape the revisions.

The two mistakes that cost people the most

Signing first

The most common and most expensive mistake is signing the contract and then bringing it to an attorney. At that point the review can only tell you what you agreed to and how the contract works. Nothing can be added, deleted, or changed, because the contract is already binding. Every bit of negotiating power you had disappeared with your signature. If you take one thing from this page: bring the contract to Michael before you sign it.

Leaving no time

The second mistake is expecting a same day review. An attorney’s calendar works like a doctor’s or a dentist’s: you schedule the appointment, you do not walk in with a contract and expect it read that afternoon. A typical review needs a minimum of about one week, and a long or complex contract, or a busy time of year, can take more. The more time you give the review or the draft, the better the work product. Contracts reward planning.

Who this is built for

Contract work at Paluska Law is built for the people who sign contracts that matter: Salem and Keizer business owners leasing space, buying equipment, or selling a company; Willamette Valley farmers signing Farm Leases, Easements, or a Purchase and Sale Agreement on ground they have worked for years; landlords and tenants negotiating Commercial Leases; and buyers and sellers on either side of a business or property transaction. If the contract in front of you would hurt if it went wrong, it is worth a careful review before you sign it.

What working with Paluska Law looks like

Pricing

Contract work is not flat-fee work, because no two contracts are the same. A two page Easement and a forty page Commercial Lease are different jobs. Michael handles pricing the way he handles the rest of his non-flat-fee work: he evaluates the contract or the drafting project at your first meeting, then gives you an estimate before the work begins. You know the expected cost up front.