(814) 437-2033

I've been doing deals and writing contracts for 40 years. In negotiations I seek solutions that meet my client's needs while still being acceptable to the other side. When drafting a contract, I work to leave as little room as possible for misunderstanding and dispute down the road.

Before opening my own office in Franklin in 1996 I worked in the corporate finance and emerging companies departments of one of Pittsburgh's largest law firms and served as in-house counsel for a leveraged buy-out firm. I continue to handle business transactions and contracts of many sizes, from the sale of a chemical instruments company for $40 million to the purchase of a highway right-of-way mowing business for $25,000. My experience includes:

  • Business formation and governance - formation of corporations, limited partnerships, and limited liability companies, and negotiation and preparation of shareholder agreements, limited partnership agreements, and limited liability company operating agreements.

  • Purchase and sale of businesses - representation of buyers and sellers of privately held businesses, including radio stations, computer software and multimedia developers, an analytical chemical instruments manufacturer, a steel mill, a plastics injection molding compa­ny, a wire spring manufacturer, a construction company, a bar, an office products retailer, a builders' supply business, a travel agency, a pottery shop, convenience stores, gas stations, car washes, funeral homes, a pizza shop, Crrumbl cookie franchises, and professional practices.

  • Technology development and licensing - negotiation and prepara­tion of agreements for the development and licensing of technology, including scientific equipment and processes, computer software, computer hardware, multimedia presentations, construction methods, and scientific instrumenta­tion. (I am not, however, a patent lawyer and do not search or register patents, trademarks, or copyrights.)

  • Other contracts - negotiating, writing, reviewing, interpreting, and advising concerning contracts for many types of transactions, including agreements for the purchase and sale of real estate; promissory notes; mortgages; office and plant leases; oil and gas leases; employment and severance agreements; non­competition, ownership of inventions, and confidenti­al­i­ty covenants; marketing agreements; franchise offering documents and agreements; solar farm leases; cell tower leases; and govern­ment contracts.

[I]f you draw up a will, deed, mortgage or contract, do not study to deceive the man who pays you for this, but make out a writing or instrument as strong and firm as the hills, that no man can tear to pieces, and do your business honestly and uprightly, in the fear of God and with the love of truth in your heart. The lawyer that will take this course will live and swim, while the poor, miserable, dishonest schemers will sink and go down. We live by law, and I only condemn those among the lawyers who are eternally seeking to take advantage of their neighbors.

--Brigham Young
Journal of Discourses 16:11-12
(April 7, 1873)

I've never litigated over a good contract.... So what makes a good contract? There are three principles .... First: Its terms are clear and definite .... Second: It should be fair to both sides.... Third: Anticipate foreseeable risks and allocate such risks appropriately.

Larry A. Rothstein
Los Angeles Trial Attorney
"I've never litigated over a good contract"
(July 25, 2021)