Business Counsel Most Contracts Are Fine Until the Moment They Matter. The agreement your vendor sent looked reasonable. You skimmed it, signed it, filed it. Eighteen months later they have missed three deliveries, you want out, and you are reading clause 14(c) for the first time. It sends disputes to arbitration in Delaware and makes you pay their fees. That is not bad luck. It is a contract written by someone else's lawyer, for someone else's benefit, that nobody on your side read closely enough.
Free Consultation (212) 913-0217
Four Jobs Draft It. Read It. Argue About It. Fix It. We draft contracts for a living and we litigate them for a living. Those are the same job. The clauses we fight over in court are the clauses we write carefully, and the ones nobody ever argues about we do not bill you to perfect.
01 Draft it You need an agreement that does not exist yet. We build it around how your business actually runs, not a template with your name dropped into it.
02 Read it Someone handed you their paper. We tell you in plain English what it says, what is dangerous, and which terms are worth fighting for versus which do not matter.
03 Negotiate it We handle the back-and-forth, or we arm you to handle it yourself. The second option is often cheaper and works better, and we will say so when it does.
04 Fix it Amendments, restatements and cleanups on agreements signed before anyone thought to involve a lawyer. Usually possible. Always easier before there is a dispute.
Scope The Paper Your Business Runs On. If it governs money, people, or who owns something, we handle it.
01 Commercial & Vendor Master service agreements, supply and distribution contracts, purchase orders and terms of sale, statements of work, reseller and referral agreements.
02 Customer-Facing Client contracts and engagement letters, terms of service, subscription agreements, privacy policies and website terms. These have to match how you actually bill and what data you actually hold.
03 Employment & Contractor Offer letters, employment agreements, contractor agreements and classification review, confidentiality and invention assignment, non-solicit and non-compete terms under New York's current rules, separation agreements.
04 Ownership & Internal Operating agreements, shareholder agreements, buy-sell provisions, equity and option grants, founder agreements with vesting that actually works.
05 Real Estate Commercial leases and subleases, assignment and assumption agreements, letters of intent, purchase and sale agreements.
06 Financing & Security Loan agreements and promissory notes, personal and corporate guaranties, security agreements and UCC-1 filings, intercreditor and subordination agreements.
07 Transactions Asset and stock purchase agreements, letters of intent and term sheets, due diligence review, closing documents and the post-closing obligations people forget they took on.
Where It Is Decided You Negotiated Price. You Lost on Clause 14. Almost everyone negotiates price and delivery, then loses on something they never read. These six decide the outcome far more often than the commercial terms do. We do not cover them because they are interesting. We cover them because they are what gets argued about in Kings County Supreme Court.
01 Dispute Resolution & Venue Where a fight happens and under whose law is frequently worth more than the fight itself. A New York business that agreed to arbitrate in another state has lost leverage before anything went wrong.
02 Limitation of Liability A cap you did not notice turns a seven-figure loss into a refund of last month's invoice. Worth knowing what the carve-outs are, because that is where real claims live.
03 Termination Rights How you get out, how much notice you owe, and what survives. The most expensive contracts are the ones you cannot leave.
04 Indemnification Who pays when a third party sues. Frequently mutual on paper and wildly lopsided in practice once you read which claims are actually covered.
05 Payment & Remedies Interest, late fees, suspension rights and attorney's fees. Getting paid is far easier when the contract already said what happens if you are not.
06 Assignment & Change of Control Whether your counterparty can hand your agreement to a competitor, or to whoever buys them next year.
Fees You Will Never Get a Bill You Didn't See Coming. Contract work has a knowable shape more often than litigation does, which means we can usually quote it.
01 Flat Fee Most drafting and review. A vendor agreement, an operating agreement, a lease review. You get a fixed number before we start.
02 Hourly for Negotiation Back-and-forth is unpredictable by nature. Transparent rate, explained upfront, with a heads-up before costs move.
03 Retainer If contracts cross your desk regularly, our outside general counsel arrangement usually costs less than paying per document.
04 Free First Look Send us the agreement. We will tell you whether it needs a lawyer at all before we quote you anything.
Why Ainsworth Gorkin We Litigate, So We Draft Differently.

Shaya heads our litigation practice. Every agreement we write is drafted by people who spend their week arguing about agreements other people wrote.

That changes what gets attention. We know which clauses courts actually enforce, which ones are filler the last firm copied forward, and which silences the statute fills in ways you would not like.

It also changes what we skip. Plenty of contract review is theatre, marking up terms nobody has ever litigated so the invoice looks substantial. We would rather return your agreement with four real comments than forty cosmetic ones.

When You Don't Need Us

An NDA between two small businesses probably does not need a lawyer. Neither does a one-page order form on standard terms. Send it over and we will tell you that for free, which is a cheaper way to find out than the alternative.

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Partners Do the DraftingLevi or Shaya writes and reviews your agreements directly. No associate learning on your document.
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Quoted Before We StartMost contract work gets a flat fee. You know the number before you engage us.
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Plain English ExplanationsYou will understand what you are signing. That is the point of hiring us, not a bonus.
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Litigation-InformedWe draft against what actually gets fought over, because we are the ones fighting over it.
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Turnaround You Can Plan AroundStraightforward review is usually two to three business days. Tell us your deadline before you engage us and we will say whether we can hit it.
★★★★★ 5.0 on Google Go Ahead, Ask Around.
★★★★★ "I hired Shaya to help defend a litigation matter. He was highly knowledgeable, responsive, reasonably priced, and efficient. I can't recommend him enough for all small business matters." — Leibel W.
★★★★★ "He's knowledgeable, professional, and always available to answer my questions. I feel confident in his ability to represent my interests, and I would not hesitate to recommend him to others." — Leah R.
★★★★★ "They demonstrated a solid understanding of the legal issues at hand and handled my case with professionalism and competence. Communication was clear, and they kept me informed throughout the process." — David G.
Read all our Google reviews → Prior results do not guarantee a similar outcome. Attorney advertising.
Questions What People Ask Before They Send It Over.
Can't I just use a template?

For some things, yes. Templates fail in exactly the places that matter, because they are written to be generic and your risk is not. Dispute resolution, liability caps and termination are where generic language costs money. Call us and we will tell you honestly whether your situation needs a lawyer.

How long does a contract review take?

Straightforward review is usually two to three business days. Complex agreements and full transactions take longer. If you are against a signing deadline, say so before you engage us and we will tell you whether we can meet it.

They sent their contract and won't change it. Now what?

"Non-negotiable" is negotiable more often than people expect, particularly on liability caps and termination. When it truly is not, our job shifts: we tell you exactly what you are accepting so you can decide whether the deal is still worth doing with that risk attached.

I already signed something bad. Can you help?

Sometimes. Depending on the terms and what both sides have done since, there may be room to renegotiate, amend, or argue about enforceability. Bring it early. The options narrow the longer it sits.

Do you handle contracts governed by other states' law?

We are licensed in New York and New Jersey. We regularly review agreements governed by other states' law, and we bring in local counsel where a matter genuinely requires it rather than pretending otherwise.

What does a contract review cost?

Most reviews get a flat fee quoted before we start. Send the agreement and tell us the deadline, and you will have a number the same day or the next.

Don't sign it yet. Send us the agreement. We'll tell you what it actually says, what's worth pushing back on, and whether the deal is worth doing.
Get a Free Consultation (212) 913-0217