Commercial

All practices
Practice area10 subpractices

Our commercial practice handles the contracts that run your business and the disputes that follow when they fail, from supply and outsourcing agreements to advertising claims, insurance coverage, joint ventures, and anti-bribery compliance, with litigators ready when a deal breaks down.

Most of a company's legal exposure lives in its commercial relationships: the supplier that misses a delivery window, the reseller that oversells your product, the outsourcing vendor whose outage takes down your customer portal, the insurer that denies a claim you paid premiums to cover. MC Law PLLC is a litigation and transactional firm focused on intellectual property, technology, and business disputes, and our commercial practice sits where those threads meet. We draft and negotiate the agreements your business depends on, counsel you through the decisions that come up between signing and renewal, and litigate when a counterparty will not perform. Because our founding partner was a software engineer before he became a lawyer, we read the technical schedules and data flows in your contracts as closely as the legal terms.

What The Practice Covers

Commercial law is the law of doing business with other businesses. It covers how contracts are formed and read, what happens when goods arrive late or defective, how marketing claims are policed, what you owe a partner who shares confidential information with you, and how risk moves between parties through indemnities, insurance, and limitation-of-liability clauses. Much of it is state law, built on the common law of contracts and the Uniform Commercial Code, with federal overlays such as the FTC Act, the Lanham Act, the Telephone Consumer Protection Act, and the Foreign Corrupt Practices Act. We handle domestic matters nationwide from our offices in Washington, DC, and Knoxville, and cross-border matters where a counterparty, a supplier, or a sales channel sits outside the United States.

The Matters We Handle

The practice is organized into focused areas so you can find the work that matches your problem. General Contract and Boilerplate covers formation, interpretation, and the clauses that decide disputes. Supply of Goods and Services covers UCC Article 2, warranties, and the CISG. Confidentiality covers NDAs and confidentiality terms in commercial deals. Joint Ventures and Outsourcing cover the long-term relationships where you share control, data, or IP with another company. General Commercial covers distribution, agency, reseller programs, and day-to-day contract work. Advertising and Marketing covers FTC, Lanham Act, sweepstakes, and TCPA issues. Insurance Claims and Coverage represents policyholders against their carriers. Bribery and Corruption covers FCPA and UK Bribery Act compliance and investigations. E-Commerce covers online sales terms, marketplace relationships, and the rules that apply to selling online.

When A Deal Becomes A Dispute

Commercial disputes are handled together with our Litigation practice, so the lawyers who know your contract are the ones who enforce it. We bring and defend claims for breach of contract, breach of warranty, fraudulent inducement, tortious interference, unfair competition, and false advertising in federal and state courts and in arbitration under AAA, JAMS, and ICC rules. Early on, we read the dispute resolution clause, the notice and cure provisions, and the limitation-of-liability cap, because those terms often decide the forum, the timing, and the size of the recovery before anyone argues the merits. Where a fast remedy matters, such as a supplier cutting off product or a former partner using your confidential data, we seek temporary restraining orders and preliminary injunctions.

Contracts And Ongoing Counsel

On the transactional side, we draft and negotiate master supply agreements, services agreements, distribution and reseller agreements, joint venture and collaboration agreements, outsourcing MSAs and statements of work, NDAs, and standard terms and conditions. We review counterparty paper and give you a short issue list ranked by what matters to your business, rather than a markup of every comma. Between deals, we act as outside commercial counsel: answering whether a price increase is permitted, drafting a notice of breach, reviewing an insurer's reservation-of-rights letter, or vetting a new foreign sales agent. That steady contact is how small problems get handled while they are still small and inexpensive to fix.

Where Commercial Meets IP And Technology

Many commercial agreements are, underneath, IP and technology agreements. A joint venture's real value is often the foreground IP it creates, and the fight at exit is over who owns it. A supply agreement for a connected device carries software licensing, firmware updates, and data rights. An outsourcing deal moves your source code, customer data, and processes to a vendor. A distribution agreement licenses your trademarks. A Lanham Act false advertising claim often travels with trademark and trade dress claims. Our software background and our IP practice let us draft these terms with the technical reality in view, and when a commercial dispute turns on code, data, or confidential know-how, we can follow the evidence without a translator.

Clients And Industries We Serve

We represent founders, growing companies, and established businesses, along with in-house legal teams that need outside capacity for a deal or a dispute. Our clients include software and SaaS companies, hardware and device makers, manufacturers and their suppliers, consumer product brands that sell through retail and online channels, and fintech and financial services companies with heavy vendor and data obligations. We also work with foreign companies entering the U.S. market through distributors or joint venture partners, and with U.S. companies selling, sourcing, or partnering abroad. The common thread is a business that depends on contracts with other businesses and wants counsel who understands the product and the commercial model behind it.

How We Work And Price

Every engagement starts with a conversation about your goals, your counterparty, and your timeline, followed by a written scope. Standardized work, such as an NDA, a standard terms and conditions package, or a contract review with an issue list, is offered as a flat-fee product with a fixed price, a stated scope, and a set turnaround. Negotiations, joint ventures, investigations, and disputes are harder to predict, so we scope them and give you a written estimate before work begins, with phase-by-phase budgets for litigation. You get a named lawyer, direct answers, and advance notice if the scope changes. We do not guarantee outcomes, but we tell you plainly where your position is strong and where it is exposed.

Frequently asked questions

Yes. We draft and negotiate commercial agreements, and we litigate and arbitrate them when they fail. Commercial disputes are handled with our Litigation practice, so the team that reviewed your contract can enforce it. That continuity saves time, because we already know the deal, the history, and the clauses that will control the forum, the timing, and the damages.

Read the contract before you react. Check the notice and cure provisions, any dispute resolution or arbitration clause, the limitation-of-liability cap, and whether you must keep performing. Preserve emails and documents, send a written notice that tracks the contract's requirements, and avoid statements that could be read as waiving your rights or repudiating the agreement yourself. Then talk with counsel about remedies before the next step.

It may cap or exclude some of them. Most commercial contracts exclude consequential damages such as lost profits and cap total liability at the fees paid over a set period. Courts generally enforce those terms between businesses, subject to state-law limits for fraud, gross negligence, or willful misconduct and any carve-outs the parties negotiated. The wording matters, which is why we look at it before a dispute and again after.

Yes. We advise foreign companies entering the U.S. market through distributors, resellers, or joint venture partners, and U.S. companies sourcing or selling abroad. Cross-border work raises questions about governing law, the CISG for sales of goods, enforcement of judgments and arbitral awards, and anti-corruption rules such as the FCPA and the UK Bribery Act. We have offices in Washington, DC, and Knoxville.

Defined tasks, such as drafting an NDA, preparing standard terms and conditions, or reviewing a contract with a written issue list, are flat-fee products with a set price, scope, and turnaround. Open-ended matters such as negotiations, joint ventures, investigations, and litigation are scoped and estimated in writing before we start, and we update the estimate in writing if the scope changes.

Often the contract has already decided. If it contains an arbitration clause, the Federal Arbitration Act generally requires courts to enforce it. If you are drafting, the choice turns on confidentiality, the need for emergency relief, cost, appeal rights, and enforcement abroad, where arbitral awards travel more easily under the New York Convention than court judgments do.

Our team

People in this practice

Flat-fee services

Flat-fee services for Commercial

Defined work at a fixed price, with the scope, turnaround, and fee stated up front.

Browse all products
In the news

News on Commercial

Visit MC Law News

Bring our Commercial team to your next matter.

Get in touch