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Maddox, Segerblom & Canepa

Hemp Growers in Nevada: Why It’s Important to Get Everything in Writing

Contracts are a key requirement for any business for all kinds of dealings. Without a written agreement, a business may lose money by not being able to enforce the money or services that they are owed. This is especially important in a new industry like the hemp business, where things may be freewheeling.

Contracts Include the Terms of Agreements

A contract is the lifeblood of any business transaction. Each party agrees to do something. This is called consideration. The parties put together a document that memorializes their agreement and sets forth the terms that each person or business must follow. This is what a court will refer to when deciding a dispute between the parties. The usual rule is what is in the four corners of the document will control the transaction.

People and businesses will begin to have problems when things are not in writing. Oral contracts introduce more uncertainty into the equation because a party will need to prove that a contract existed in the first place before the terms can be proved. 

Hemp Industry Participants Need Appropriate Contracts

In the Nevada hemp industry, there are reports that parties are struggling with finding the right type of contracts to memorialize their arrangements. The hemp industry is a volatile one, as growers and businesses have varying degrees of success. Profits can vary based on the year, and the general trend in prices is lower. At the same time, growers must pour thousands of dollars into each acre.

The unpredictable nature of the business means that participants need the highest degree of protection possible. That comes from the contract. Otherwise, businesses have an incentive to back away from the agreement and refuse to honor what they have promised because it is in their best interests. The fact that they sign a binding agreement means that they must go through with the agreement. If not, a business is at risk of suffering the costs of a breach, and they will have little recourse. 

In addition, a business must have the right type of contract. This will keep them from having to pay a visit to a breach of contract attorney when the other party is refusing to live up to the terms of their agreement. 

What Happens When an NDA Is Violated?

An NDA is generally an enforceable contract, and violating it could lead to a lawsuit on a number of grounds. Those who have been victims of an NDA violation should carefully review their options before taking legal action. They may have no choice but to act to protect their business or reputation.

Breaching NDAs Can Lead to Serious Harm

Companies and individuals have valid reasons for entering into NDAs. Usually, there is some information that they want to protect, whether it is a trade secret or sensitive corporate information. Either way, they would likely suffer some harm if that information was divulged. NDAs involve some sort of quid pro quo. The person who must keep quiet receives a benefit such as money or a job in exchange for not revealing protected information.

Once a person signs an NDA, it becomes a legal obligation to follow it. They break it at their own risk. The agreement may lay out penalties ahead of time. There are other laws that a person may break if they violate an NDA, such as the Trade Secrets Act, or copyright laws.

When people suspect that an NDA is broken, they often consult a breach of contract attorney to learn whether and how they could file a lawsuit. Oftentimes, their business or reputation could depend on whether they take legal action. They could suffer unmitigated damage from the breach. 

Investigating the Breach Before Acting

Before victims file a lawsuit, they must investigate further to learn the extent of the breach. They should learn whether there is still an ongoing risk that the other person could harm them. This way they could take the action necessary to protect themselves. They may need to go to court for an immediate injunction to stop the breach. One could also file a lawsuit for damages to be paid for the damage suffered. 

The defendant may fight back when they are sued for an NDA violation. In fact, a court will look at whether an NDA overreaches and imposes terms that are too harsh. However, that should not stop someone from trying to enforce the agreement that they negotiated. 

What Is an Anticipatory Breach of Contract?

An Anticipatory breach of contract occurs when one party indicates, through behavior, actions, or words, his or her intention to fail to meet his or her contractual duties to the other party. By proving the intent to breach the contract, the other party may have grounds for filing a lawsuit.

Types of Anticipated Breach of Contract

A Party to the Contract Makes a Positive and Absolute Refusal to the Other Party

In this case, a party must precisely tell the other party that he or she won’t go through with the deal. A vague refusal isn’t enough. Instead, the refusal must be clear, direct, and intended for the other party.

An Action that Keeps the Other Party from Performing  

An action or actions of a party to the contract can also lead to an anticipatory breach. For instance, assuming a person committed to pay back a loan from proceeds of his or her business. Instead, that person mismanaged the business and incurred many other debts in the process, making it difficult for him or her to repay the original loan. That person’s negligent, voluntary actions may be considered as an anticipatory breach of the original loan agreements.

Transfer of Property Tied to the Deal to a Third Party

If the contract involves property sale, an anticipatory breach happens when one party hands over the property to someone else. For instance, if a person has entered a contract to purchase a house and he or she discovers that the other party has transferred it to a family member, then an anticipatory breach of the sales contract will be considered to have happened. In such a case, a breach of contract attorney will help the plaintiff determine the legal remedies available to him or her.

Dealing with an Anticipatory Breach

If one party commits an anticipatory breach, the other party may cancel the contract prior to the arrival of the time of performance. Alternatively, the other party may opt to wait for the arrival of the time of performance, hoping that the breaching party will meet his or her duties as originally agreed.

Working with a breach of contract attorney is another great way to resolve the matter. The attorney will examine the contract and identify elements to prove a breach of contract case. The attorney will then develop a strong argument that fits the situation and present the case to the court. 

Understand Your Contract Before You Sign

Contracting parties in Nevada should make sure they understand the provisions and terms of an agreement before signing. Parties rely on well-drafted contracts to clearly define their obligations and how potential disputes will be handled. The terms should be specific and define everything. The specific obligations each party has to the other should be listed. The payment terms should be listed, and details about handling disputes should also be included. Understanding all of the terms before signing can help parties to protect themselves. 

What to Consider When Creating a Contract

When drafting a contract, a party should consider several things to ensure the contract terms work. If a contractual provision does not work, the party should try to negotiate more reasonable terms. 

The parties should review the proposed time frame of the contract to ensure that they will be able to meet their obligations and that it conforms to their needs. The exact scope of work/services should be considered before establishing a completion date. 

Prices should be clearly listed. A party should be careful of any additional charges that have not been previously discussed. If extra work might be necessary, a party should ask how the listed prices might change and include a provision about them. 

The parties should consider the payment terms to determine whether they are appropriate for their situations. For example, a party might not want to agree to a contract that calls for payments at the same time that the company’s other bills come due. Late payment penalties should be reasonable and clearly defined.

Prior oral agreements about goods or services should be memorialized in the written contract. Once a written contract is signed, prior discussions will be unenforceable.  It is crucial that all material terms be included and unambiguious. 

Any process described in the contract should be understood to ensure it conforms with all industry regulations and laws. If the parties cannot agree to the final terms but must begin work immediately, they might create an interim agreement that will only last until a permanent contract can be negotiated.

Finally, the parties should understand how any potential disputes will be handled. Some contracts contain arbitration clauses, which mandate that disputes are handled through arbitration instead of court.  It is important to understand the implications of an arbitration clause and the fact that a party might be waiving its right to a jury trial.  Some contracts will have mediation provisions that would require a mediation to occur prior to any litigation. Methods of resolution should be carefully considered and negotiated so that they do not unfairly benefit one party over the other. 

It is beneficial to have an attorney review any complex contracts prior to signing.

Elements to Establish a Breach of Contract Claim

When a contractual party breaches a contract, the other party must present evidence to prove several elements before a claim can be established. The elements of a claim are different facts that must be shown before a party can be held to be liable to pay damages. When a material breach occurs, a claim might help the non-breaching party recover damages for the losses incurred as a result. Other options to resolve a breach might also be available.

What Is a Breach of Contract?

A breach of contract refers to circumstances under which a contracting party fails to perform its duties under a contract. A breach can be minor or major. A minor breach of contract can frequently be resolved between the parties outside of the litigation process with help from a breach of contract attorney so both parties can continue performing under the contract. However, a major or material breach of contract is one that is so severe that it is impossible for the parties to perform under the contract. When a material contract breach occurs, the non-breaching party may want to file a lawsuit to recover damages.

What Are the Elements for a Breach of Contract Cause of Action?

In Nevada, several elements must be established before a party can prevail on a breach of contract claim. Evidence must be shown to prove all of the following elements:

  • The existence of an enforceable contract (offer, acceptance, and consideration);
  • Plaintiff’s performance under the contract; 
  • Defendant’s unjustified or unexcused failure to perform under the contract (breach of the contract); and 
  • Damages resulting from the breach

A plaintiff is generally required to show that he or she fully performed his or her contractual duties in order to recover damages. However, there are certain situations when a plaintiff’s performance will be excused, including when the performance was contingent on something happening that did not.

If a plaintiff cannot prove one of the elements, damages will not be recoverable under a breach of contract cause of action.  It will be either a judge or jury that will determine whether the elements have been met and how much in damages should be awarded. 

Many causes of action for breach of contract will seek monetary damages.  However, there are instances where the non-breaching party wants specific performance under the contract and therefore, will ask a Court for equitable relief.  In a Court of equity, a Judge will decide and a jury will not be involved.  

If you are dealing with a breach of contract dispute, it is wise to retain an attorney because there can be many legal issues involved, including contract interpretation and potential legal defenses.

Interesting legal fact: If a contract term is ambiguous, the Court may construe it against the drafter of the contract.

How to Find the Best Breach of Contract Attorney in Nevada

Choosing the right legal representative to handle your case may mean the difference between successful resolutions and coming up short in Nevada breach of contract cases. From the owner of a business placing an order for supplies or products to a homeowner contracting for services to be conducted at their home, or even contracting to purchase a new home, contracts play a substantial role in people’s daily lives. As legally binding documents, those who enter contracts must honor the terms or risk facing possible legal action.

Choosing the Right Lawyer

When hiring a legal representative, potential clients should use care to select the lawyer best suited for them and their cases. While all attorneys meet stringent education and licensing requirements, what works for one client and legal issue may not fit as well for another client and case. Considering some qualities such as their qualifications, experience, and compatibility may help people narrow down their options and choose the right breach of contract lawyer.


Before selecting a breach of contract attorney to handle their cases, potential clients should research their choices’ qualifications, such as their areas of focus, their court system admissions, their professional affiliations, and most importantly, their litigation experience. Contract-related disputes often include areas of law beyond just contract law.  For instance, a landlord in a contract dispute with a tenant may benefit from a lawyer versed in real estate law, litigation, and breach of contract matters.  Or, a homeowner dealing with a construction contract dispute may want to find an attorney that not only deals with contracts, but also is well versed in construction defect litigation.


Looking into their options’ experience prior to hiring a breach of contract attorney may help clients choose a legal representative who has previously done the type of work they expect their case may require. For example, if negotiations have broken down and a resolution is not likely to be reached out of court, it would not best serve the clients to have attorneys who primarily handle drafting and review of contracts, but have little or no litigation experience.  In the face of possible litigation, one needs an attorney that isn’t afraid to take a case to trial, if necessary.


Compatibility between clients and their legal representatives plays a vital role in their relationship and the handling and resolution of their cases. Some personality types fit well together, while others interact more like oil and water. Before hiring an attorney, potential clients may find it helpful to meet or speak with their top choices to learn how they will mesh and work together.  Many law firms will offer free consultations to help evaluate compatibility and evaluate cases.

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