Built to Break: How Most Business Contracts Are Designed to Fail — and What You Can Do About It

By Jesse David Eisenberg, Esq. | JDE Law Firm, PLLC

Most business owners assume a signed contract equals security. But here’s the truth: many of the agreements we review are structurally flawed — even dangerous. Not because of what’s missing, but because of how they were built.

They weren’t made to protect you. They were made to make you feel protected.

The Problem Isn’t the Breach — It’s the Blueprint

As a commercial litigator, I see this all the time:

• 🧾 A vague scope of work that makes enforcement nearly impossible
• 🛑 Limitation of liability clauses that protect the other side
• 📄 “Entire Agreement” provisions that wipe out your prior emails and promises

These aren’t random. Many contracts — especially templates, vendor-provided agreements, or legacy forms — are designed to fail under pressure.

3 Ways Your Contract Might Be Set Up to Collapse

1. Weaponized Boilerplate

That fine print? It’s not neutral. “Mutual indemnity,” “governing law,” “forum selection” — these aren’t decorative. They’re strategic. And 9 out of 10 times, they favor whoever wrote the draft.

2. Structural Ambiguity

Vague milestones, undefined payment triggers, and soft deadlines are gold mines for litigation. If your contract leaves room for “interpretation,” it also leaves room for a lawsuit.

3. No Teeth

What happens when the other party breaches? If there’s no clear enforcement clause, liquidated damages provision, or attorney’s fees language — you’ll spend money chasing money.

What You Can Do Now

You don’t have to wait until things go sideways to fix your foundation. Here’s how to protect your business today:

• 🔍 Audit your key agreements — especially those involving revenue, exclusivity, and IP
• ✍️ Negotiate critical terms before signing, not after something goes wrong
• 📞 Get a second opinion from someone who litigates contracts — not just drafts them

Contracts Shouldn’t Collapse Under Pressure

Well-drafted contracts don’t just document the deal — they control what happens when that deal falls apart. That’s the difference between peace of mind and a six-figure lawsuit.

If your business relies on contracts, it’s time to make sure they’re built to protect you — not break you.

📞 Schedule a strategy call with JDE Law Firm today:
www.jdelaw.nyc | NY: 718-966-0877 | NJ: 732-490-7120

My business is to protect your business.