Business Transactions and Commercial Litigation

Since 2007, the Law Offices of Jonathan Gelber, PLLC has not only assisted clients with their business transactions and development, but has also focused on commercial litigation related to the enforcement and recovery of obligations owed under commercial contracts, as well as the resolution of more general corporate and business disputes. We provide practical legal representation and knowledgeable out-of-house counsel to business clients across a wide spectrum of sectors and in a variety of commercial matters and, in the course of this practice, the firm has participated in various non-judicial proceedings, including arbitration and mediation, as well as many civil trials.


In commercial ventures, contracts form the foundation of every relationship. Contracts establish the participants’ rights and duties with respect to such variables as quantity, amendment, delivery, compensation, and liability. The well-negotiated contract protects and preserves your business’s interests, assets, and reputation, and a well-drafted contract lets the parties accurately memorialize their agreed-upon terms, thus avoiding misunderstandings down the road. While not everything in commercial law can be thought of in terms of a contract, a well negotiated contract may be that ounce of prevention that saves the need for a pound of cure later on.

Our Firm provides an array of contract-related legal services for Virginia businesses and foreign entities seeking to do business in Virginia. From formulating offers to finalizing negotiations, our attorneys will apply their experience to help your business obtain the best deal on the best terms. And, after an agreement has been reached, we will provide the necessary legal drafting and review to ensure that the written contract comports with Virginia law and provides your business—and you—with the best possible protections. Of course, even when a contract has been carefully negotiated and drawn up, legal disputes can, and do, arise. The Law Offices of Jonathan Gelber, PLLC has extensive experience litigating commercial contract disputes in northern Virginia, as well as other jurisdictions and, because we maintain such a substantial active litigation docket, we are able to keep our fingers on the pulse of the local judiciary and, ultimately, better advise our clients as to the anticipated outcome of various legal proceedings.

Business Transactions
In addition to possessing vast experience in drafting, negotiating, and enforcing commercial contracts, our attorneys are also well versed in helping clients conduct many different commercial transactions. As the owner of a company, perhaps you are looking to expand and purchase a smaller company, or maybe you are interested in beginning to formally work with another similar company. Or, perhaps you are an individual contemplating starting your own business, and you're not exactly sure how to begin. In each of these situations, our attorneys are able to advise you and help you work towards achieving your business goals.

Commercial Litigation and Allegations of Fraud
The attorneys at the Law Offices of Jonathan Gelber, PLLC have extensive experience in handling business litigation that extends well beyond basic contract disputes, and which often involves allegations of fraud (actual or constructive), conversion, civil conspiracy, or other intentional torts. In some cases these disputes arise between businesspeople and their clients. In other cases, the disputes arise between business owners and their employees. And, in some cases, disputes arise when the relationship between businesspeople themselves deteriorates for any of various reasons. Where a business cannot be salvaged, the interested parties must step in and protect rights and limit liabilities, sometimes by ensuring compliance with applicable law, e.g., during a corporate wind-down, and sometimes by suing to compel certain outcomes.

Although valid fraud claims are relatively rare, many plaintiffs will tack allegations of fraud onto their basic contract claims in an attempt to impute personal liability to an individual business owner where personal liability does not actually exist. In addition, a fraud claim may allow a party to seek punitive damages and attorneys' fees, thus creating a more menacing claim. In Virginia many forms of fraud—e.g., actual fraud, constructive fraud, negligent misrepresentation— as well as defenses to fraud, exist which can be overwhelming and confusing for individuals facing such allegations. However, the requirements for pleading and proving these various claims and defenses have been clearly outlined by Virginia statute and case law, and we are well versed in these areas. As our attorneys have experience in prosecuting and defending a variety of business litigation claims, including various types of fraud, we are well-equipped to explain these areas of the law and work with you to resolve the issues that you, or your business, are facing. 

If you have concerns about the well being of your business, your business’s interests, or your rights with regard to your interest in a business, contact our attorneys for help.

Individual Attention
As litigation counsel, we pride ourselves on the attention we give to each client, and in the time we take to learn relevant aspects of a new client’s business. By explaining the legal process and possible outcomes of litigation, we will help you develop and execute appropriate litigation goals for your business, designed to bring matters to a desirable conclusion, whether through settlement, a favorable judgment, or some other means of resolution.

In our commercial practice we have represented international technology firms, government contractors, national banks, federal credit unions, microfinance providers, condominium associations, insurance companies, air travel agencies, general contractors, and other businesses in many other sectors. Because of this diversity of experience we are able to quickly get up to speed on your business practices so that we can better assist you, whatever your commercial needs may be.

Our commercial and business practice areas include:

  • Breach of contract
  • Partnership disputes
  • Employment litigation
  • Shareholder agreements
  • Shareholder disputes
  • Defamation
  • Misappropriation
  • Construction litigation
  • Operating Agreements and Articles of Incorporation
  • Business sale and acquisition agreements
  • Commercial lease agreements
  • License and distribution agreements
  • Prime contractor, subcontractor, and teaming agreements
  • Employment, contractor, and vendor agreements
  • Software development agreements
  • Sale of product and other commercial sale agreements
  • Secured transactions and negotiable instruments
  • Financing and security statements
  • Internet agreements
  • Commercial joint venture agreements
  • Non-disclosure and other proprietary rights agreements
  • Loan and security agreements

Contact us by phone, email or fax and see if we cannot add value to your process.