How JustAnswer Works:
  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.
Ask Law Educator, Esq. Your Own Question
Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 109899
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
Type Your Business Law Question Here...
Law Educator, Esq. is online now
A new question is answered every 9 seconds

Need someone to review a business contract for me and let me

This answer was rated:

Need someone to review a business contract for me and let me know where I stand.
It is tough for us to review whole contracts in this forum unless you can upload the contract here. Also if you have specific questions you need to let us know what those specific questions are so we can help.
Customer: replied 3 years ago.

It is a simple one page service contract. The other party Red Blossom wants to get out of the contract in the final year. There is a specific amount ("minimum") written in for one location (Santa Maria). However the other location (Salinas) does not have a minimum written in the contract. Red Blossom does not want to pay anything for canceling contract in Salinas just the minimum in Santa Maria. My main question is do we have a good claim for getting money for the Salinas portion of contract and what will it be based on (Revenue, net income, gross income)? When should the penalty be due (when the contract is cancelled by Red Blossom in December of 2012 or when the original contract is suppose to end in December of 2013) Pasted Below..


Services Agreement


Red Blossom Sales, Inc (“Red Blossom”) shall engage the services of Golden State Ag, LLC (“Golden State Ag”) for the production of carton make-up. This letter agreement sets forth the terms on which Golden State Ag will provide services to Red Blossom. The list of services and terms set forth may be amended in writing by mutual agreement of the parties from time to time.

1. General Description - Golden State Ag will provide strawberry carton make-up services for Red Blossom in Santa Maria, CA and Salinas, CA. Services shall include but not limited to: (a) Warehousing of KD, finished cartons, clamshells, and other items necessary for strawberry harvest. (b) Manufacture cartons from KD to finished cartons ready to accept product. (c) Distribution of cartons, clamshells, and other items to farmers. (d) Inventory reporting. (e) Other duties that are deemed essential and agreed upon by both parties.

2. Terms - The Term of this Agreement shall begin on January 1, 2011 and continue until December 31, 2013.

3. Compensation/Billing - Golden State Ag will bill Red Blossom $0.16. per carton distributed in Santa Maria, CA and $0.13 per carton distributed in Salinas, CA. Finished Cartons transferred out at the end of the year to a non Golden State Ag shall be billed to Red Blossom. Golden State Ag will bill weekly every Monday. Terms to be set at Net 10.

4. Materials - Golden State Ag shall provide and maintain: forklifts, trash/material removal, bailer, raw materials for carton make-up, and any other unnamed materials necessary for carton make-up.

5. Equipment/Machines - Golden State Ag and Red Blossom shall be responsible for securing necessary and appropriate carton make equipment as well as the air compressors necessary for efficient operation.

6. Inventory Reporting - Golden State Ag will be responsible for providing daily inventory reports to Red Blossom at each location.

7. Facilities - Golden State Ag will be responsible for securing proper facility in Santa Maria, CA and be responsible for all the costs involved. Golden State Ag will continue carton services at the SEMCO Cooling facility in Salinas, CA. Red Blossom will be responsible for payment of Salinas, CA facility.

8. Termination - This agreement shall continue through the end of the agreed upon term. Parties may initiate renegotiation of terms and extension of services at the end of each calendar year and may be amended in writing at that time.

9. Minimum - Red Blossom commits to a carton volume of 3.5 million per year in Santa Maria, CA for the next three years. Red Blossom agrees to pay Golden State Ag $.04 per carton for any shortfall in volume.

10. This agreement shall be effective when signed below or in counterpart, and photocopy, facsimile, electronic or other copies shall have the same effect for all purposes as an ink-signed original.

The contract does not specify any termination provision, it says it remains valid to "the end of the agreed upon term." The minimum provision has nothing to do with termination, it has to do with a volume shortfall in the Santa Maria, CA facility. Thus, these two clauses are two separate provisions and if they cancel the contract they are in breach of contract and liable for all of your actual losses. That shortfall clause in Minimum, is intended in the event they actually do not make their 3.5 million carton guarantee during the term of the contract and is not a price for them to pay to breach the contract.

According to the contract, they are bound to December 2013 and if they breach the contract, they are liable for your actual damages, which would be your lost expected sales to them based on previous years under the contract as an average.

I truly aim to please you as a customer, but please keep in mind that I do not know what you already know or don't know, or with what you need help, unless you tell me. Please consider that I am answering the question or question that is posed in your posting based upon my reading of your post and sometimes misunderstandings can occur. If I did not answer the question you thought you were asking, please respond with the specific question you wanted answered.

If you did not get all of the information you may have wanted PLEASE USE THE REPLY TO EXPERT LINK IF YOU HAVE FOLLOW UP QUESTIONS AND NOT THE FEEDBACK BUTTON FOR BAD SERVICE. PLEASE CLICK ON “OK,” “GOOD” or “EXCELLENT” SERVICE. Kindly remember to ONLY rate my answer when you are fully satisfied. If you feel the need to rate anything less than OK, please stop and reply to me via the or REPLY TO EXPERT button with whatever issue or clarification you may need.

Also remember, sometimes the law does not support what we want it to support, but that is not the fault of the person answering the question, so please be courteous.


There can also be a delay of an hour or more in between my answers because I may be helping other customers or taking a break.

You can always request me through my profile at or beginning your question with “For PaulMJD…”

Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 109899
Experience: All corporate law, including non-profits and charitable fraternal organizations.
Law Educator, Esq. and 2 other Business Law Specialists are ready to help you

JustAnswer in the News:

Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.

What Customers are Saying:

  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Previous | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK

Meet The Experts:

  • Dimitry K., Esq.

    Dimitry K., Esq.


    Satisfied Customers:

    Run my own successful business/contract law practice.
< Last | Next >
  • Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.


    Satisfied Customers:

    Run my own successful business/contract law practice.
  • MShore Law's Avatar

    MShore Law


    Satisfied Customers:

    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • RGMacEsq's Avatar



    Satisfied Customers:

    Licensed Texas General Practice Attorney
  • Barrister's Avatar



    Satisfied Customers:

    15 years practicing attorney, MBA
  • J.Hazelbaker's Avatar



    Satisfied Customers:

    Experienced and trained in the area of business law.
  • MDLaw's Avatar



    Satisfied Customers:

    Experience in business law, contract law and related matters.
  • J. Warren's Avatar

    J. Warren


    Satisfied Customers:

    Experience in general business transaction and formation matters.

Related Business Law Questions