Most legal problems that land on my desk didn't start as legal problems. They started as a decision someone made without counsel — a template someone downloaded, a handshake that seemed fine at the time, a contract signed without anyone reading past the first page. By the time I see them, the decision is made, the relationship is complicated, and the options have narrowed.
I've been on both sides of this. As in-house counsel and as outside counsel, I've seen the same mistakes repeat across industries, company sizes, and management teams. They're not signs of carelessness. They're signs of a legal system that gives growing businesses no practical way to get ahead of problems before they become expensive ones.
Here are the five I see most often — and what to do instead.
1. Using a free template for an employment agreement
The internet is full of employment agreement templates. Some of them are even well-drafted. The problem isn't the document — it's that a template written for a generic employer in an unknown jurisdiction will not protect you when a dispute is specific to your facts, your state, and your relationship with that particular employee.
Oklahoma is an at-will employment state, which gives employers real protection — but that protection evaporates when an employment agreement creates express or implied terms that contradict it. I've seen employers hand new hires an agreement that effectively eliminated their at-will status without realizing it. I've seen non-compete clauses that were unenforceable under Oklahoma law because they were drafted for a different state. I've seen IP assignment provisions that didn't actually transfer ownership of the work the company paid for.
The fix is not expensive. An employment agreement template drafted for Oklahoma employers, reviewed once by an attorney who understands the specific role and relationship, costs a fraction of what a dispute costs later. Get it right at the start.
2. Signing a commercial lease without a risk analysis
A commercial lease is one of the most consequential contracts a growing business signs — and it almost always comes from the landlord's attorney. That document was written to protect the landlord. Every provision in it was drafted with that objective in mind.
Most tenants sign it, or negotiate a few high-visibility terms like rent and term length, and leave the rest alone. What they leave on the table — or accept without understanding — are provisions that control what happens when something goes wrong. Personal guarantee scope. Casualty and condemnation clauses. Assignment and sublease restrictions. Operating expense definitions that determine how much rent actually increases. Restoration obligations that can cost more than the business is worth.
A risk analysis on a commercial lease identifies every material provision, explains what it means for your business, and gives you suggested revision language and negotiation tips. You negotiate the conversation — we prepare you for it. For most tenants, this is the highest-return legal investment they will make.
3. Not having a buy-sell agreement before you need one
If you own a business with one or more partners, and you do not have a buy-sell agreement, you are one death, divorce, disability, or disagreement away from a situation that could end the company or trap you in a partnership you cannot exit.
Buy-sell agreements are not pessimistic documents. They are the opposite — they are what allows partners to work together confidently because everyone knows the rules in advance. What triggers a buyout. How the company is valued. Who can buy whom out and on what terms. What happens if a partner dies and their spouse inherits the interest. What happens if one partner wants to sell to an outside buyer.
The time to negotiate a buy-sell agreement is at the beginning of the relationship, when everyone is aligned and nobody is in a hurry. Once there is a dispute, a health event, or a competing offer on the table, the conversation is entirely different — and far more expensive.
4. Misclassifying workers as independent contractors
Here is a situation I have seen more than once: a business owner calls because a worker they've been paying as a contractor for three years just filed for unemployment. The state denies the claim — then starts asking questions. By the time the audit is over, the business is looking at unpaid payroll taxes, penalties, and back benefits across every contractor they've engaged in recent memory. The worker they thought was a vendor turns out, under Oklahoma's classification framework, to have been an employee the whole time.
Most business owners make classification decisions based on what the worker prefers, what the industry does, or what they saw another company do. None of those are the standard. The IRS, the Department of Labor, and Oklahoma each apply their own tests — and they don't always agree.
The classification analysis is not complicated, but it has to be done correctly and documented. If your business regularly engages independent contractors, a one-time legal review of your contractor relationships — with written documentation of the basis for classification — is cheap insurance against a problem that doesn't surface until it's already compounded.
5. Waiting until there's a dispute to get contracts in order
The business owners I talk to who have the best contracts are not the ones who had the most disputes. They are the ones who decided early that clear agreements were part of how they operated — and built that discipline into their process before anything went wrong.
Contracts written at the beginning of a relationship, when everyone wants the deal to work, are negotiated from a position of good faith. Contracts written after a problem has emerged are written from a position of damage control. The terms are worse, the relationship is strained, and the document is trying to fix something that a better agreement would have prevented.
The most common version of this I see: a business operating for years on a handshake or a one-page email chain, then coming to me when a vendor dispute, a client nonpayment, or an employee termination reveals that there is nothing enforceable in writing. The work to build that infrastructure after the fact is significantly more expensive — and sometimes not fully recoverable.
Start with your highest-risk relationships. The vendor you depend on most. The clients with the largest contracts. The employees with access to your most sensitive information. Get those agreements in writing, reviewed once by counsel who understands your business, and maintained as the relationship evolves.
None of these are exotic problems. They are the ordinary legal exposure of an ordinary growing business — and they are almost entirely preventable with the right counsel at the right time.
That's the practice Kinser Marchant is built around. Not crisis management. Practical legal infrastructure, priced so you can afford to build it before you need it.
Kimberly Marchant is a Partner at Kinser Marchant, an Oklahoma City-based corporate and business law firm serving growing companies across the country. To discuss your situation, contact kim@kinsermarchant.com.
