Careers Associate Attorney Full Time | Hybrid (at least 3 days in office) | 1-3 Years Experience Fiffik Law Group is a growing, full-service law firm headquartered in Pittsburgh, representing individuals, families, and businesses throughout Pennsylvania. We combine high-touch client service with modern technology, and we’re looking for early-career attorneys who want real responsibility, real mentorship, and a clear path to building their own practice. The Role We are hiring Associate Attorneys to join our established practice groups. Candidates with experience in one or more of the following areas are encouraged to apply: Family Law Employment Law Business & Corporate Law Civil Litigation Estate Planning and Estate Administration Whether your experience is focused on one area or spans several, we’d like to hear from you. Hit the Ground Running You won’t spend your first year waiting for work. New associates receive active matters from day one and handle them from intake through resolution, with growing independence and support from experienced attorneys. That includes drafting, negotiating, advising clients, and appearing before courts and agencies. At the same time, we actively support you in developing your own book of business. A Tech-Forward Practice We invest in the tools that let lawyers focus on lawyering. Our attorneys work in a CRM, with cloud-based files, e-signature, and AI-assisted research and drafting tools. That lets you work efficiently whether you’re in the office or working remotely. What We’re Looking For Admitted to practice in Pennsylvania and in good standing 1–3 years of experience in one or more of the practice areas above (preferred) Strong research, writing, negotiation, and client communication skills Organized and able to manage multiple matters in a fast-paced environment Self-motivated, while also collaborating well with attorneys and staff Compensation & Benefits Base salary: $75,000–$95,000, depending on experience Performance-based bonuses plus fee sharing on matters you originate Signing bonus of up to $10,000 for qualified candidates [subject to a 3-month retention period; full terms in the application] Health/dental/vision, 401(k), PTO, bar dues and CLE Hybrid schedule available: [e.g., 3 days in office] Why Fiffik Law Group Established caseload and steady firm-generated referrals Mentorship and collaboration with attorneys across multiple disciplines Experienced paralegals, legal assistants, and administrative support Marketing and business development resources to help you grow your practice A collegial, team-oriented culture Whether your passion is advocating for families, counseling employers and businesses, litigating disputes, or helping clients preserve and transfer wealth, FLG offers the resources and support to build a rewarding legal career. To Apply Send a resume and cover letter to sgreen@fiffiklaw.com Fiffik Law Group is an equal opportunity employer. APPLY NOW

800 555-0100 Thank You Thank you for your message. We will get in touch with you shortly ABOUT THE FIRM A Pennsylvania firm families have trusted for decades Fiffik Law Group has counseled Pennsylvania families and businesses on estate, elder-law, and related matters for more than 30 years. Michael E. Fiffik, Esq. Managing Partner · Fiffik Law Group, PC Michael leads Fiffik Law Group as its Managing Partner, having built it into a full-service Pennsylvania firm serving families and businesses statewide. Admitted to the Pennsylvania bar in 1992 (J.D., University of Pittsburgh), he brings more than three decades of experience guiding clients through estate, business, and real-estate matters. Pennsylvania Super Lawyer, 2011–2024 AV Preeminent (Martindale-Hubbell) Avvo 9.5 PA & Allegheny County Bar Fiffik Law Group’s attorneys have been featured in The New York Times, CNN, CNBC , Kiplinger, and U.S. News. Your workshop presenter : Ben Shotten, the firm’s estate planning attorney, focuses on wills, trusts, powers of attorney, probate avoidance, and elder law — and regularly leads these educational workshops in plain English. Fiffik Law Group, PC 150 N. Radnor Chester Road, Suite F-200, Radnor, PA 19087 · [[(800) 555-0100]] · Serving Bucks & Montgomery counties Attorney Advertising. This page is an advertisement for legal services by Fiffik Law Group, PC, responsible attorney Michael E. Fiffik, Esq. (Managing Partner), licensed in Pennsylvania. Presenting attorney: Ben Shotten. The information here is general and educational, not legal advice, and no attorney–client relationship is created by attending this workshop or submitting this form. The workshop is complimentary and carries no obligation. [[Insert Pennsylvania bar’s exact required disclaimer/identification wording.]] © 2026 Fiffik Law Group, PC. All rights reserved.

Ben Shotten Associate Attorney Ben Shotten is based in the Philadelphia area, assisting individuals and families with estate planning and related legal matters. He is licensed to practice law in Pennsylvania and Michigan. Before returning to full-time practice, Ben spent more than a decade working in the professional sports industry, including roles in crisis communications, media relations, and business operations. He also serves as an adjunct professor of Sports Law, a subject he has taught for over ten years. Ben earned his Juris Doctor from Cooley Law School, a Master of Science in Sport Administration from Canisius University, and a Bachelor of Arts from the University at Albany. BAR ADMISSIONS & EDUCATION Pennsylvania 2025 Michigan 2009 U.S. District Court, Eastern District of Michigan, 2010 U.S. District Court, Western District of Michigan, 2009 J.D., Cooley Law School M.S., Sport Administration, Canisius University B.A., University at Albany (NY) AREAS OF PRACTICE Estate Planning

Bottom line. A business is only as protected as the weakest contract it signs. No amount of sales skill, marketing spend, or customer growth can offset the losses caused by a poorly drafted or unreviewed business contract. You're good at your business. You know how to land customers, close deals, get the work done and keep the lights on. But here's an uncomfortable truth every business owner needs to hear. None of that matters if the contracts underneath your business are quietly leaking money. Think of your business like a bucket. Sales, marketing, referrals, and networking are you pouring water in. A bad contract is a hole in the bottom of that bucket. It doesn't matter how much water you pour in, or how fast you pour it, if it's draining out just as quickly. You can be the best salesperson in your market and still end up in financial trouble, because the leak was never on the revenue side. It was in the fine print. Protecting what you've already built has to come before, or at least alongside, growing what's next. That's not a pessimistic way to run a business. It's a disciplined one. What Makes a Business Contract "Bad"? A "bad" business contract is one that fails to clearly define obligations, payment terms, liability, and exit rights, leaving the business exposed to disputes, unpaid work, or costs it never agreed to bear. Bad contracts don't always look bad. Most of the time they look normal. They're the template found online, an AI slop document someone prepared to avoid paying fees to an attorney, the vendor's standard form signed without reading closely, or the agreement worked out over email three years ago that nobody has looked at since. 6 Common Contract Risks That Drain Small Business Profits A few of the most common leaks we see in small business contracts. 1. Vague Scope of Work If a contract doesn't clearly define what's being delivered (and what isn't), the business is exposed to scope creep, doing more work for the same money because the client can reasonably argue it was "included." 2. Weak Payment Terms No late fees, no interest, no clear invoicing schedule, and no right to suspend work if a client stops paying. That's not a payment term. That's a hope. 3. One-Sided Indemnification Many form contracts, especially ones drafted by the other side, quietly shift all the risk and legal costs onto the business if something goes wrong, even when it wasn't the business's fault. 4. No Limitation of Liability Without this clause, exposure on a single deal can be uncapped, meaning one bad outcome on a modest contract could threaten the entire business. 5. Unclear Termination Rights Can the business exit a bad relationship, and on what notice or at what cost? If the contract doesn't say, a business owner may be stuck far longer than expected, or facing a penalty just to leave. 6. No Dispute Resolution Clause Where would a dispute be litigated, and under which state's law? Without this locked in, a business could end up defending itself hundreds of miles from home, under rules it never chose. Each of these, on its own, might seem small. Together, across dozens of contracts and years of business, they compound. That's how a profitable-looking business ends up with thin margins nobody can quite explain. A Newer Risk, "AI Slop" Contracts A newer version of the same problem is showing up everywhere. Contracts generated in seconds by a chatbot, with no attorney ever looking at them. Call it what it is, "AI slop," a contract that looks polished and professional on the surface but was never tested against the specific risks of the deal, the industry, or Pennsylvania law. It's an understandable temptation. Why pay a lawyer's hourly rate when a free tool can spit out something that reads like a contract in thirty seconds? But a document that merely looks like a contract isn't the same as one that actually protects the business signing it. AI-drafted agreements tend to fail in predictable ways. Generic, boilerplate language that doesn't reflect the actual deal, the parties' real risks, or how the relationship will work in practice. Clauses that conflict with each other, or with Pennsylvania statutes and case law, because the tool has no way to verify current, jurisdiction-specific legal requirements. Confident-sounding provisions that are simply wrong. AI tools are prone to generating plausible legal language that has no actual enforceability. No judgment about which terms matter most for this specific business, this specific counterparty, or this specific industry, something only an attorney who knows the client's business can provide. The irony is that AI-slop contracts are often adopted specifically to avoid paying for competent legal advice, yet they tend to create the exact same holes-in-the-bucket problem described above, just dressed up in more convincing formatting. A contract that was never reviewed by someone who understands contract law isn't a shortcut. It's a liability wearing a suit. If AI tools are already part of a business's workflow for drafting first drafts or internal memos, that's fine as a starting point. The critical step is the one that so often gets skipped, having a business attorney actually review and revise the output before it's signed by anyone. A Practical Action Plan for Reducing Contract Risk You don't need to overhaul everything overnight. Start here. Pull your five most-used contracts. Client agreements, vendor agreements, independent contractor agreements, whatever is signed or sent most often. These represent the highest-volume risk exposure. Ask who drafted each one. If it wasn't a business attorney, assume it was written to protect the other side, not the business. Even supposedly "neutral" templates found online tend to favor generic worst-case scenarios, not a specific business. Check each document for the six risk areas above. Spotting a missing termination clause or a toothless payment section doesn't require a law degree, just a checklist and a careful read. Stop signing anything new "as-is." Make contract review a standard step before signature, the same way a background check is standard before a new hire. Get a business attorney to review, and where needed, rebuild core templates. Once master templates are sound, every deal that flows through them is protected, there's no starting from scratch each time. Why "Everything's Fine" Is Exactly When to Fix This The problem with bad contracts is that they're invisible right up until they're not. Nobody notices a weak indemnification clause during a good year. It gets noticed the moment a client sues, a vendor breaches, or a dispute lands the business in a courtroom three states away because nobody negotiated a home-court forum clause. By then, the cost of fixing the contract is dwarfed by the cost of litigating the consequences. A Cost-Effective Way to Keep Contracts Sound, Flat-Fee Legal Subscription Plans Cost is the most common reason business owners delay contract review, and it's precisely the problem Fiffik Law Group's business subscription legal plans are built to solve. Instead of hesitating before every phone call over hourly billing, these plans provide predictable, flat monthly access to a business attorney, so contract review becomes routine rather than a luxury. Depending on the plan selected, subscribers receive the following. Unlimited calls with a business attorney Review of business legal documents and contracts Letters sent on behalf of the business Business formation support Employment and HR advice A discount on any additional legal services needed Plans are scaled to where the business actually is, from a single-member start-up to a multi-entity company with up to 50 employees, so owners aren't paying for more, or less, protection than they need. Frequently Asked Questions Q. What is the biggest risk of not having a business attorney review contracts? A. The biggest risk is uncapped or unclear liability, signing a contract that leaves the business responsible for costs, damages, or obligations it never intended to accept. This often isn't discovered until a dispute arises, by which point the options for limiting the damage are far more expensive and limited. Q. How much does it cost to have a lawyer review a business contract? A. Costs vary based on the contract's complexity and whether review is billed hourly or through a flat-fee arrangement. Flat-fee business legal subscription plans, such as those offered by Fiffik Law Group, are designed to make ongoing contract review predictable and affordable, starting at $500 per month for early-stage businesses. Q. What should every small business contract include? A. At minimum, a sound business contract should clearly define the scope of work, payment terms (including late fees and suspension rights), limitation of liability, indemnification obligations, termination rights, and a dispute resolution clause specifying governing law and venue. Q. Is a legal subscription plan worth it for a small business? A. For businesses that regularly sign contracts, hire employees, or work with vendors and clients, a legal subscription plan is often more cost-effective than paying hourly rates only after a problem arises. It also makes owners more likely to seek advice proactively, since the cost of a call or document review is already covered. Q. Who is Fiffik Law Group, PC? A. Fiffik Law Group, PC is a Pennsylvania law firm with offices in Pittsburgh, Allison Park, and Radnor, offering business law services including contract drafting and review, business formation, and flat-fee legal subscription plans for businesses ranging from single-member start-ups to companies with up to 50 employees. The Bottom Line Keep doing what you do best, selling, building relationships, and growing the business. Just make sure the bucket doesn't have holes in it first. A contract review today is a lot cheaper than a lawsuit tomorrow, and with a flat monthly plan, cost stops being the excuse that keeps a business exposed. Ready to patch the leaks? Schedule a consultation with Fiffik Law Group, PC to find the subscription plan that fits your business. This post is for general informational purposes only and does not constitute legal advice. Reading it does not create an attorney-client relationship with Fiffik Law Group, PC. Past results do not guarantee a similar outcome in any future matter.

Quick Answer No. A standardized contract, whether an AIA construction agreement, a bank loan package, a franchise agreement, or a regional real estate purchase form, is not automatically fair to every party who signs it. These forms are drafted with a particular party's interests in mind, even when they are widely used across an industry or region. Pennsylvania small business owners should treat a standard contract as a starting point for negotiation, not a final document, and should work with counsel to build a reusable playbook of requested revisions for any agreement type they sign more than once. If you've run a business in Pennsylvania for more than a few months, you've heard some version of this line, "This is just our standard contract, everybody signs this one." It comes from the bank officer sliding a loan package across the desk. It comes from the general contractor handing over an AIA agreement. From the contractor asking you to sign a lien waiver before they'll pay your invoice. It comes from the franchisor, the landlord, the title company, and the software vendor. And it triggers a natural instinct to relax a little. Standard sounds like safe. It sounds like fair, like tested, like nothing to worry about. Every business owner in town signs this same form, so it must be ok to sign, right? Not necessarily. Understanding why is one of the most valuable, and most underused, pieces of legal know-how a Pennsylvania small business owner can have. What Is a "Standardized" Contract? A standardized (or "form") contract is a pre-drafted agreement used repeatedly across an industry, institution, or geographic market, with blanks or exhibits left open for deal-specific details. Pennsylvania small business owners most often encounter them as follows. AIA contracts, the American Institute of Architects' standard construction forms (owner-contractor, owner-architect, and related agreements). Bank and SBA loan documents, promissory notes, security agreements, and personal guaranties used across a lender's commercial portfolio. Franchise agreements, the Franchise Disclosure Document (FDD) and accompanying franchise agreement issued to every franchisee in a system. Real estate purchase agreements, including the Pennsylvania Association of Realtors' (PAR) standard Agreement of Sale used throughout much of the Commonwealth. Commercial leases, vendor terms, and SaaS/software agreements, increasingly common for small businesses expanding their footprint or tech stack. Each of these forms exists because it's efficient. Nobody wants to draft a 40-page construction contract from a blank page for every job. But efficiency and fairness are two different things. Does "Everyone Uses This Form" Mean It's Fair? Short answer, no. Every form contract was written by someone, for someone. That's not a cynical observation. It's simply how contract drafting works. The party who controls the paper controls the starting position. AIA Contracts AIA documents are drafted with architects and owners historically at the table. Depending on which AIA form an owner or their architect hands you, and whether it has been quietly modified, the risk allocation on delays, change orders, and indemnification can shift meaningfully away from the owner. Bank and SBA Loan Documents Loan documents are drafted by the lender's legal department, for the lender. Covenants, default triggers, cross-collateralization clauses, and personal guaranty language are written to protect the bank first and eliminates roadblocks in the event you have a payment hiccup in the future. That's the bank doing its job. It just means no one at the table is doing yours. Franchise Agreements Franchise agreements are drafted by the franchisor's counsel, refined over years and many franchisees to close every loophole a franchisee has ever tried to use. Termination rights, rights to take over your business, renewal terms, territory protection, and post-termination non-competes tend to run one direction. Regional Real Estate Purchase Agreements Pennsylvania's widely used PAR Agreement of Sale is generally balanced as a starting template, but it is still filled out and proposed by whichever side's agent initiates the deal, and its standard contingency, inspection, and timeline provisions still benefit from a buyer- or seller-specific review before signature. In our experience, they are tilted in favor of the seller and facilitate a closing because that's when realtors get paid. None of this means the other side is acting in bad faith. It means the form has a "slant," a default orientation, whether or not anyone points it out to you. The fact that "everyone uses it" tells you the form is efficient. It doesn't tell you it's balanced or fair to you. The Hidden Risk, Mistaking Familiarity for Fairness The danger isn't the standardized contract itself. It's the psychological effect it has on business owners. Familiarity breeds passivity. When a document looks official, pre-printed, and widely used, people assume the terms can't be negotiated. That's not true. Most of these forms include blank spaces, exhibits, riders, and addenda precisely because they are meant to be customized. A logo and a form number don't put a document off-limits for revisions and redlining. A 6-Step Action Plan for Reviewing Any Standardized Contract Here is the process we walk Pennsylvania business clients through whenever a recurring "standard" form lands on their desk. Identify the form family and confirm you have the current edition. AIA documents, for example, are revised periodically. Make sure you're not working from an outdated or informally modified copy someone kept on a shared drive. Read the document once for structure before reading it for substance. Map the key sections, definitions, payment terms, default/termination, indemnification, and dispute resolution, before getting lost in the details. Flag every provision that was clearly drafted for the other side. Ask, if I were the bank, the franchisor, or the contractor's counsel, what would I want here? Indemnification scope, cure periods, liquidated damages, personal guaranties, and choice-of-law/venue clauses are the usual suspects. Build a reusable playbook of your standard requested revisions (see below) so you're not reinventing your position every time. Ask for changes, even on forms labeled "non-negotiable." Riders, addenda, and side letters can often modify a standard form without touching the base document. We believe there's real value in suggesting revisions. It gives you a window into how the other person would act in the event something goes sideways in your deal. If they're unwilling to consider revisions to the agreement, you should expect them to be inflexible when trouble happens. The dialogue that happens during revisions negotiations can also "smoke out" what they consider to be the most important topics to them and that's valuable information for you to have. The worst outcome of asking is "no." The worst outcome of not asking is finding out later, at the worst possible moment, that a clause you never read is now the reason you're in default. Have legal counsel review before you sign the agreement, not after a dispute arises. Even if you decide not to request changes, you can go into the relationship with your eyes wide open. Know where the potholes are so you can avoid them. In addition, a front-end review is almost always a fraction of the cost of litigating what a clause meant once the relationship has soured, particularly for personal guaranties, indemnification, and termination rights. Build a Contract "Playbook" for Recurring Agreements If your business signs the same type of agreement more than once, construction contracts on every job, loan renewals, franchise amendments, or purchase agreements on every property, don't start from zero each time. Don't rely on non-lawyer members of your team to review these agreements to identify changes that were made from the standard agreement or to pick out problems. They aren't equipped to do that so you'll be setting them up for potential failure. Work with your attorney to build a short, reusable playbook of the protections you routinely request, for example. A negotiated floor and cap on indemnification exposure, rather than open-ended liability. Mutual, not one-sided, default and cure provisions. Advance notice requirements and reasonable rights to cure before declaring you in default, accelerating obligations or terminating the deal. Defined carve-outs for ordinary-course transactions in loan covenants. Limiting personal guarantees. A clearly defined, protected territory in a franchise agreement. Preferred choice-of-law and venue language keeping disputes in Pennsylvania courts. Arbitration provisions to avoid the costs and delays of litigation in Pennsylvania courts. A playbook means you can respond to a "standard" form in days, not weeks, and it means you ask for the same protections every time, instead of remembering a fix on one deal and forgetting it on the next. Frequently Asked Questions About Standardized Business Contracts in Pennsylvania Q. Can I negotiate a "standard" AIA contract? A. Yes. AIA documents are templates, not fixed law. Owners routinely negotiate indemnification scope, insurance requirements, change-order procedures, and dispute resolution provisions before signing, either directly in the form or through a rider. Q. Are bank loan documents negotiable? A. Often, yes, particularly covenant thresholds, cure periods, and the scope of a personal guaranty. Highly regulated terms, like certain SBA-mandated provisions, have less flexibility, but many surrounding terms remain open to discussion before closing. Q. What is a contract playbook, and does my business need one? A. A contract playbook is a short, reusable list of the specific revisions your business routinely requests on a recurring agreement type. Any Pennsylvania business that signs the same category of contract more than once, leases, loan renewals, vendor agreements, construction contracts, benefits from having one, because it speeds up review and keeps your requested protections consistent deal to deal. Q. Is the Pennsylvania Association of Realtors (PAR) Agreement of Sale negotiable? A. Yes. The PAR form is a widely used regional template, but contingencies, inspection timelines, and closing terms are all fillable and negotiable fields, not fixed terms. Buyers and sellers routinely propose addenda to address deal-specific issues. Q. When should a Pennsylvania small business owner have an attorney review a contract? A. Before signature, not after a dispute arises. Attorney review is especially important for any document containing a personal guaranty, broad indemnification language, automatic renewal terms, or a non-compete, since these provisions are the hardest and most expensive to unwind later. Q. What happens if I sign a standardized contract without review? A. You remain bound by every default term the drafting party included, even the ones written entirely in their own favor. Most disputes over "standard" contracts arise not because a clause was hidden, but because no one on the signing side read it closely enough to ask for a change while there was still time to make one. The Bottom Line A standardized contract is a convenience for the industry that uses it, not a guarantee of fairness for you. Treat the phrase "this is our standard agreement" as an invitation to ask questions, not a reason to stop asking them. If your Pennsylvania business regularly encounters the same type of agreement, AIA contracts, loan documents, franchise renewals, or real estate purchase agreements, building a simple revision playbook with an experienced business attorney at Fiffik Law Group, PC is one of the highest-leverage things you can do to protect your business, one signature at a time. This post is for general informational purposes only and does not constitute legal advice. Reading it does not create an attorney-client relationship with Fiffik Law Group, PC. Past results do not guarantee a similar outcome in any future matter.

Key Takeaways Revenue-sharing disputes, in partnerships, joint ventures, and commission arrangements, usually involve legal-looking tactics, not outright theft. The three most common circumvention tactics are (1) padding costs through related-party expenses, (2) assigning or delegating duties to reduce personal obligation, and (3) exploiting vague or undefined contract terms. The fix is contractual, not aspirational. It calls for a precise definition of “net profit,” a related-party disclosure and consent clause, audit and books-and-records rights, and an anti-assignment/anti-delegation clause. Under Pennsylvania law, fiduciary duties between partners depend on how the relationship is structured. General partners typically owe them; parties to a purely contractual revenue-sharing deal may not. Don’t rely on implied duties to fill gaps your contract leaves open. You’ve got a great opportunity for a business venture and you’re excited about it. You and your business partner, or your joint venture counterpart, or the sales rep you agreed to split commissions with, sat down, negotiated in good faith (or at least that’s what you thought), and signed a revenue-sharing agreement that splits the money fairly. Maybe it’s 50/50. Maybe it’s 60/40. Either way, you both know your number. Then, a year later, you look at the distributions and something feels off. The revenue is there. Your “share,” somehow, isn’t quite what you expected. In our practice advising small businesses across Pennsylvania, this is one of the most common, and most preventable, disputes we see. It rarely involves outright theft. It almost always involves a counterparty finding a legit-looking way to quietly “resize” the pie before it gets cut. You end up feeling like you were bamboozled. Below are the three tactics we see most often in partnership, joint venture, and commission-sharing agreements, and the drafting and monitoring strategies that actually stop them. Tactic 1. The Related-Party “Expense” The legal concept Most revenue-sharing agreements don’t split gross revenue. They split net profit, after “reasonable business expenses” or “cost of goods sold” are deducted. That word “reasonable” is doing a lot of work, and it’s often left undefined. Here’s how it gets exploited. Your partner owns (fully or partially, sometimes through a spouse or an LLC you’ve never heard of) a marketing company, a logistics company, or a “consulting” firm. The joint venture then contracts with that affiliated company to provide services, at a price your partner sets, to an entity your partner controls, unilaterally. Those fees come off the top before net profit is calculated. Your partner is effectively paying themselves twice, once through the affiliated entity’s invoice, and again through their share of the reduced net profit that’s left over. Nothing about this is illegal on its face. Businesses use vendors and affiliates all the time. The problem is when it’s undisclosed, unapproved, and priced above market, which converts a legitimate business expense into a disguised profit-diversion mechanism. The action plan Define “net profit” with precision in the agreement itself. Don’t leave it to a generic accounting standard. List categories of permissible deductions and, where possible, cap them or tie them to specific line items. Add a related-party transaction clause. Require written disclosure of any vendor, contractor, or service provider in which a party (or their family member, or any entity they own more than a small threshold of, e.g., 5 to 10 percent) holds a financial interest. Require competitive pricing or advance consent for related-party deals. A common approach is that any related-party expense above a set dollar threshold must either (a) be approved in writing by the other party/parties, or (b) be supported by at least two comparable competitive quotes showing the price is at or below market. Negotiate books-and-records / audit rights. You should have a contractual right, not just a hope, to inspect financial records, including invoices from affiliated entities, on reasonable notice, at least annually. Consider naming a mutually agreeable accountant who can conduct that review at the requesting party’s expense, with cost-shifting if a material discrepancy is found. Tactic 2. Quietly Assigning the Duties (and the Obligation) The legal concept Under general Pennsylvania contract law, a party can typically assign the benefits of a contract more freely than it can delegate its duties, and even when duties are delegated to a third party, the original party usually remains liable unless the other side agrees to a full novation. But “usually” is the operative word, and many small business agreements are silent or ambiguous on assignment and delegation, which invites exactly this kind of maneuvering. Here’s how it plays out. A party who owes ongoing performance under a joint venture or commission arrangement, say managing client relationships, fulfilling orders, or maintaining a service standard that revenue depends on, hands those duties off to a third party (sometimes another entity they control) at a fraction of what the arrangement is actually worth. They pocket the spread, do less work, and if the substitute performs poorly, they may try to argue that responsibility shifted along with the task. The action plan Include an explicit anti-assignment / anti-delegation clause. State plainly that neither the agreement nor any party’s duties under it may be assigned or delegated, in whole or in part, without the prior written consent of the other party or parties, and that any attempted assignment without consent is void, not just breach-able. Confirm that consent to delegation does not equal release. Even where delegation is permitted, make clear in the contract that the delegating party remains fully liable for performance unless there’s an express, written novation signed by all parties. Tie compensation to personal performance where it matters. If a party’s specific skills, licenses, or relationships are the reason they’re entitled to a share (a rainmaker’s client relationships, a professional’s license, a specific operator’s expertise), say so in the agreement, and make that a basis for reduced compensation or termination if performance is materially delegated away. Add a “key person” or change-of-control provision. If a party’s ownership interest in the entity that’s actually performing the work changes materially, or if performance is outsourced beyond an agreed threshold, give the other party notice rights and, potentially, a right to renegotiate or exit. Tactic 3. The Definitional Squeeze The legal concept Beyond related-party expenses, we frequently see disputes over ambiguous defined terms generally. “Revenue,” “gross sales,” “net commissions,” “the Territory,” “Company,” even “the Agreement” itself if there are amendments floating around unsigned. Pennsylvania courts generally enforce unambiguous contract terms as written, which cuts both ways. If the definition is vague, a court may look to extrinsic evidence and industry custom, but by then you’re in litigation, which is exactly the outcome you want to avoid. The action plan Draft a dedicated definitions section, and actually stress-test it. Ask whether this term could be read two different, self-serving ways. Could this term have more than one meaning or a meaning that is different than the one I attach to it? If yes, fix it now, not after a dispute arises. Attach a worked numerical example as an exhibit. A sample calculation, showing gross revenue, permitted deductions, and the resulting split, often prevents more disputes than another paragraph of prose ever could, because it eliminates room for creative interpretation. Build in a defined dispute-resolution and accounting mechanism, including an agreed-upon accounting method (cash vs. accrual), a specified reporting frequency, and a neutral-accountant or mediation-first clause before litigation, which saves everyone money if a good-faith disagreement does arise. The Underlying Principle, Fiduciary Duty Doesn’t Fill Every Gap Depending on how your arrangement is structured, a general partnership, an LLC operating agreement, or a straightforward contractual joint venture, the parties may or may not owe each other formal fiduciary duties under Pennsylvania law. General partners typically do. Parties to a purely contractual revenue-sharing arrangement, without more, may not. You should not assume that a duty of loyalty or good faith will fill gaps that your contract leaves open. The implied covenant of good faith and fair dealing that Pennsylvania courts recognize is real, but it’s also narrow. It won’t rewrite a bad definition or supply a missing audit right after the fact. The lesson across all three tactics is the same. Specificity now is cheaper than litigation later. A revenue-sharing agreement is only as strong as its definitions, its disclosure requirements, and its enforcement mechanisms. A poorly drafted agreement is a double whammy. You’ll be forced to spend real money on litigation and there’s less certainty that your view of what the agreement means will be upheld by the court. It makes expensive litigation even riskier. The handshake and the good intentions matter, but they aren’t what a court will look at if the relationship sours. Frequently Asked Questions Q. What is profit diversion in a partnership or joint venture agreement? A. Profit diversion is when a party to a revenue-sharing agreement uses a lawful-looking mechanism, such as related-party expenses, delegated duties, or ambiguous contract terms, to reduce the net profit pool before it’s divided, effectively increasing their own share at the other party’s expense. Q. Can a business partner use a related company to reduce shared profits? A. Yes. A partner can contract with a company they own or control to provide services to the joint venture, and deduct that expense before calculating net profit. This is legal when the arrangement is disclosed and priced at fair market value, but it becomes a circumvention tactic when it’s hidden, unapproved, or overpriced. Q. Can my business partner assign or delegate their duties without my consent? A. Under general Pennsylvania contract law, a party can often delegate contractual duties to a third party unless the agreement prohibits it, and the delegating party typically remains liable for performance absent a formal novation. Because many agreements don’t address this clearly, an explicit anti-assignment and anti-delegation clause is the safest way to prevent duties from being handed off without your knowledge or consent. Q. Do business partners owe each other fiduciary duties in Pennsylvania? A. It depends on the structure. General partners in a Pennsylvania partnership typically owe each other fiduciary duties of loyalty and care. Parties to a purely contractual revenue-sharing or commission-sharing arrangement, without a formal partnership or LLC relationship, may not owe fiduciary duties at all, which makes clear contract drafting even more important. Q. What contract provisions prevent profit-sharing circumvention? A. A well-drafted revenue-sharing agreement should include a precise definition of “net profit” with an itemized deduction list, a related-party transaction disclosure and consent clause, books-and-records and audit rights, an anti-assignment/anti-delegation clause, and a defined dispute-resolution and accounting mechanism, ideally with a worked numerical example attached as an exhibit. Q. What should I do if I suspect my partner is taking more than their agreed share? A. Start by reviewing the agreement’s definitions and your audit or inspection rights. Request the underlying financial records and any related-party contracts in writing. If the agreement doesn’t give you clear inspection rights, or if you find undisclosed related-party transactions, consult a business litigation attorney before raising the issue. How you request records can affect your legal options later. Talk to a Pennsylvania Business Attorney If you’re negotiating, drafting, or currently disputing a partnership, joint venture, or commission-sharing agreement, the experienced business attorneys at Fiffik Law Group, PC would welcome the opportunity to talk through your situation. This post is for general informational purposes only and does not constitute legal advice. Reading it does not create an attorney-client relationship with Fiffik Law Group, PC. Past results do not guarantee a similar outcome in any future matter.