Business Transactions and Commercial Disputes

Pittsburgh Business Law Attorney

---

Commercial relationships depend on clear agreements and enforceable obligations. When contracts
are poorly drafted, obligations go unmet, or business relationships break down,
Lebovitz & Lebovitz, P.A. provides practical counsel for Pittsburgh and
Western Pennsylvania businesses — from drafting and negotiating agreements to pursuing or
defending commercial disputes in court.

We represent closely held businesses, owners, and investors at every stage — structuring
transactions to reduce risk, resolving disputes efficiently when they arise, and litigating
when negotiation is no longer productive.

Speak with a Pittsburgh business attorney

Contract Drafting and Negotiation

Well-drafted contracts define obligations clearly, allocate risk appropriately, and provide
enforceable remedies when the other party fails to perform. We draft, review, and negotiate
commercial agreements for Pennsylvania businesses including:

• Service and vendor agreements
• Commercial leases and real estate contracts
• Non-compete, non-solicitation, and confidentiality agreements
• Independent contractor and employment agreements
• Asset purchase and business sale agreements
• Joint venture and partnership agreements
• Licensing and intellectual property agreements

Business Acquisitions and Due Diligence

Buying or selling a closely held business involves legal, financial, and operational risk
that must be identified and addressed before closing. We assist buyers and sellers with:

• Asset purchase and stock purchase agreement drafting and negotiation
• Due diligence review of contracts, liabilities, and ownership structure
• Representations, warranties, and indemnification provisions
• Transition arrangements and post-closing obligations
• Coordination with succession planning and estate considerations when ownership transfers at death or retirement

Partnership and Shareholder Disputes

Disputes between business owners are among the most disruptive and costly legal matters a
closely held company can face. Common triggers include disagreements over distributions,
management authority, the direction of the business, or one owner’s desire to exit.
We represent owners in:

• Partnership and LLC member disputes involving voting, distributions, or management
• Shareholder oppression and breach of fiduciary duty claims
• Deadlock resolution and forced buyout proceedings
• Business dissolution and wind-down where continuation is not viable
• Enforcement of buy-sell agreements and ownership transfer provisions

Where an operating agreement or
buy-sell agreement is in place, disputes often turn on interpretation and enforcement of
those documents. Where no agreement exists, Pennsylvania default rules govern — which
frequently produces outcomes no owner anticipated.

Commercial Dispute Resolution and Litigation

When business disputes cannot be resolved through negotiation, we pursue targeted litigation
in the Allegheny County Court of Common Pleas
or appropriate federal court. Our approach is evidence-focused and procedure-driven, with
emphasis on outcomes that can be enforced and relied upon.

• Breach of contract claims and defenses
• Business tort claims including fraud, misrepresentation, and interference with business relations
• Injunctive relief to prevent irreparable harm or enforce non-compete obligations
• Collection of unpaid invoices, loans, and commercial debts
• Defense of commercial claims brought against your business

Commercial disputes frequently intersect with civil litigation
strategy, real estate matters, and
estate administration when business
interests are part of a deceased owner’s estate. We coordinate across those areas when needed.

---

Frequently Asked Questions

What should I do if another party has breached a contract in Pennsylvania?

Document the breach — gather the contract, communications, and evidence of non-performance or damage. Pennsylvania has a four-year statute of limitations for most written contract claims. Acting promptly preserves your options and prevents the other party from destroying evidence or transferring assets. Contact an attorney before sending formal demand letters, as the framing of early communications can affect the litigation posture.

Can I enforce a non-compete agreement in Pennsylvania?

Yes, but Pennsylvania courts scrutinize non-compete agreements carefully. To be enforceable, a non-compete must be supported by adequate consideration, reasonable in geographic scope and duration, and necessary to protect a legitimate business interest. Overly broad non-competes are frequently narrowed or voided by Pennsylvania courts. Whether you are seeking to enforce one or challenging one, the specific language and circumstances control the analysis.

What options do I have if my business partner is not fulfilling their obligations?

Your options depend on what documents govern the relationship. If a partnership agreement, operating agreement, or shareholder agreement is in place, it likely defines remedies for breach, deadlock, and forced buyout procedures. If no agreement exists, Pennsylvania default rules apply — which may require court involvement to resolve. Options range from negotiated buyout to dissolution proceedings to breach of fiduciary duty litigation. Early legal involvement typically produces better outcomes and lower cost than waiting until the dispute escalates.

What is the difference between an asset purchase and a stock purchase?

In an asset purchase, the buyer acquires specific business assets — equipment, contracts, goodwill, customer lists — and generally does not assume the seller’s liabilities unless specifically agreed. In a stock or membership interest purchase, the buyer acquires the entire entity including its liabilities, contracts, and obligations. Asset purchases are more common for small business acquisitions because they provide cleaner liability protection for the buyer. The tax treatment differs significantly between the two structures and should be evaluated with your accountant.

How does a commercial dispute connect to estate or succession planning?

When a business owner dies or becomes incapacitated mid-dispute, the matter passes to the estate and can significantly complicate both the litigation and the estate administration. Pending claims — whether the business is plaintiff or defendant — affect estate value, distribution, and the executor’s obligations. We coordinate commercial dispute representation with our estate administration and succession planning practices when ownership and litigation overlap.