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Commercial Law

Commercial Law Attorneys

Gibbs Giden’s commercial law attorneys help businesses in California, Nevada, and Arizona structure, document, and enforce their commercial agreements. We negotiate transactions, protect clients’ rights under the Uniform Commercial Code (UCC), safeguard the credit they extend, and resolve commercial disputes. Since 1978, businesses have turned to our firm for practical counsel on the deals their operations depend on.

We represent manufacturers, distributors, retailers, and other buyers and sellers of goods, from steel and solar panels to medical devices and construction supplies. Agreements with vendors, customers, lenders, and other partners create opportunities for growth. They also create risk when expectations are unclear, obligations go unmet, or disputes arise.

Our Commercial Law Services

Commercial Contracts, Credit Agreements, and Terms of Sale

A well-structured agreement reduces uncertainty, allocates risk, and helps prevent costly disputes. Before we draft or negotiate, we learn the legal and business goals behind the deal so the final terms serve both.

We negotiate, draft, review, and enforce:

  • Purchase and sale agreements for goods, including master sales agreements
  • Standard terms and conditions of sale and purchase
  • Credit applications and credit agreements
  • Personal guaranties
  • Financing arrangements and accounts receivable agreements
  • Investment securities transactions
  • Equipment leases
  • Price-escalation and tariff provisions

For commercial real estate leases, see our Real Estate Leasing practice.

Sales of Goods, the UCC, and the Battle of the Forms

The Uniform Commercial Code (UCC) governs most sales of goods and many payment and financing transactions. Its rules can decide whether a contract exists, which terms control, and what remedies apply when a deal goes wrong. That includes the “battle of the forms,” when a buyer’s and seller’s standard terms conflict.

Our attorneys have extensive experience advising clients on UCC matters, including:

  • Sales of goods (Article 2), including battle-of-the-forms disputes
  • Leases of goods and equipment (Article 2A)
  • Negotiable instruments (Article 3)
  • Bank deposits and funds transfers (Articles 4 and 4A)
  • Letters of credit (Article 5)
  • Investment securities (Article 8)
  • Secured transactions, including floating liens on inventory and accounts receivable (Article 9)

We help clients document transactions properly, establish and protect security interests, evaluate contract rights and obligations, and pursue remedies when another party fails to perform. Learn more about our sales of goods and secured transactions practice.

Secured Transactions, Collateral, and Customer Insolvency

When your business extends credit or relies on collateral, how you document and perfect the security interest can decide what you recover. That matters most when a customer defaults or other creditors claim the same assets.

We help creditors:

  • Structure secured transactions and document collateral interests
  • Perfect security interests and resolve priority disputes among creditors
  • Reduce credit exposure with personal guaranties and other tools
  • Enforce their rights in pledged collateral when an obligation goes unpaid
  • Protect their position when a customer becomes insolvent, from bankruptcy claims to preference demands

Commercial Dispute Resolution and Litigation

Contract breaches, unpaid invoices, disputes over performance, conflicting readings of an agreement, and secured-transaction problems can quickly disrupt operations. When a dispute arises, we start with your business objectives and identify the most effective path to resolution: direct negotiation, mediation, arbitration, or litigation.

Our goal is not simply to litigate, but to find the strategy that makes the most sense for your business. When a negotiated resolution is possible, we work to resolve the matter efficiently and limit expense and disruption.

When litigation is necessary, our commercial litigators are prepared to vigorously protect and enforce your rights. Matters range from collection actions for unpaid goods to complex battle-of-the-forms disputes.

What to Expect When You Work With Us

  1. We learn your goals. We start with the transaction, relationship, or dispute, and what you ultimately want to accomplish.
  2. We review the documents. We examine the contracts, communications, financial records, security agreements, and other materials that define your rights, obligations, risks, and remedies.
  3. We build a strategy. For a transaction, that may mean negotiating terms, preparing agreements, documenting security interests, and flagging risks before closing. For a dispute, it may mean an early-resolution strategy, outreach to the other side, mediation or arbitration, or preparing for litigation.
  4. We weigh each option with you. We explain the legal and practical consequences of each path so you can make informed business decisions.

Frequently Asked Questions About Commercial Law

What is commercial law?

Commercial law is the body of law that governs transactions between businesses. It covers contracts, sales and leases of goods, credit and financing, secured lending, and payment instruments such as checks and promissory notes. In the United States, much of it is codified in the Uniform Commercial Code (UCC).

When should a business hire a commercial law attorney?

Ideally, before you sign. Reviewing an agreement before it is executed can be one of the most effective ways to reduce future risk. We evaluate the proposed terms, flag concerns, recommend revisions, and negotiate provisions that protect your business.

A commercial lawyer can also help after a problem develops. That includes a breached agreement, an unpaid account, a challenged security interest, or another party’s failure to perform.

What is the Uniform Commercial Code (UCC)?

The Uniform Commercial Code (UCC) is a uniform body of law that governs many commercial transactions. It covers sales and leases of goods, negotiable instruments, bank deposits and funds transfers, letters of credit, investment securities, and secured transactions.

Every state has adopted the UCC, at least in part, with its own variations; California’s version is the California Commercial Code. The UCC can decide when a contract forms, what each side owes, which remedies follow a breach, and the rights of secured creditors.

What is the “battle of the forms”?

The battle of the forms happens when a buyer’s and seller’s documents carry conflicting standard terms. These are usually quotes, purchase orders, order acknowledgments, and invoices.

Section 2-207 of the UCC then answers two questions: Is there a contract? If so, which terms control?

In a sale of goods, these rules often favor the buyer. Sellers are best protected by a signed master sales agreement or credit agreement. They should also attach or incorporate their terms and conditions of sale in every document they send.

What should a commercial credit application include?

A well-drafted credit application should double as a credit agreement: a binding contract that sets the terms for every future sale. Along with the applicant’s exact legal name, entity type, and trade and bank references, it should include:

  • Your terms and conditions of sale, with a standing objection to the customer’s conflicting terms
  • Payment terms, late charges, and the right to change terms if the customer’s ability to pay comes into doubt
  • Venue and governing-law provisions
  • Recovery of attorney’s fees and collection costs
  • A personal guaranty from the principals, where appropriate

What is a secured transaction?

A secured transaction is an obligation, such as a loan or a sale on credit, that is backed by collateral. If the debtor doesn’t pay, the secured creditor may have rights against that collateral.

How the security interest is documented and perfected, usually by filing a UCC-1 financing statement, affects those rights. That matters most when several creditors claim the same assets.

What should we do if another business breaches our contract?

Act promptly, and start with the contract. Review the agreement and related communications to confirm each party’s rights and obligations, and preserve your records. Check for notice, cure, or dispute-resolution provisions that may set deadlines or require mediation or arbitration first.

The right response depends on the nature of the breach, its financial impact, and your business goals. Options may include negotiation, a formal demand, mediation, arbitration, litigation, or enforcing security interests and other contractual remedies.

What should we do when a customer files for bankruptcy?

Stop collection activity right away: the filing triggers an automatic stay. Get advice before shipping more goods on credit, and calendar the deadline to file your claim. You may also have reclamation or priority rights for goods delivered shortly before the filing.

Keep your invoice and payment history. A bankruptcy trustee may later demand repayment of what the customer paid you in the 90 days before the filing. Defenses such as ordinary course of business and new value can reduce or defeat that demand.

Do commercial disputes have to go to court?

Often, no. Many commercial disputes are resolved through negotiation, mediation, or arbitration, which can reduce the time, expense, and disruption of litigation. We weigh these options against the specific circumstances rather than treating litigation as the automatic first step.

When an acceptable resolution can’t be reached, litigation may be necessary to enforce contractual or statutory rights. Our commercial litigators handle every stage, from case assessment and pre-litigation negotiation through discovery, motions, trial, and, when appropriate, appeal.

How can a business reduce the risk of commercial disputes?

Many commercial disputes stem from unclear contract language, incomplete documentation, poorly structured transactions, or misunderstandings about each party’s obligations. Signed master agreements, consistent terms and conditions, and complete credit files close many of those gaps.

We help clients identify risks and structure agreements with likely future problems in mind, such as late payment, nonperformance, or a customer’s insolvency.

Work With Gibbs Giden’s Commercial Law Attorneys

Our attorneys combine commercial law experience with an understanding of the practical realities businesses face when making important financial and operational decisions. They also present regularly to credit professionals and industry groups on the battle of the forms, credit agreements, customer insolvency, and tariff-driven cost increases.

Whatever you need, from negotiating a transaction to resolving a business dispute, we will build a strategy around your company’s circumstances and goals.

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Commercial Law

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