Avoid Common Contract Pitfalls

Your contract may seem crystal clear on the day you sign it. Yet, months or years later, an issue arises. And some crafty lawyer enters herself into the equation. Then the contract is as clear as mud, and you are facing large legal fees.

Drafting a Contract

When drafting a contract, you must believe that others will inevitably make assumptions. They will skim over the terms and possibly fail to meet the other party’s expectations. Moreover, the goal is to ensure all parties understand the expectations. Effective expectation management is based on effective communication. Furthermore, the law requires contract drafters to explore potential challenges. And it writes efficient contracts fully.

Contra proferentem is Latin for “against the offeror” or “interpretation against the draftsman.” The doctrine of contract interpretation provides that where a contract is ambiguous. Its meaning should be construed against the party who writes the language. Therefore, the principle encourages the drafter to be clear. Moreover, it explicitly considers as many potential, foreseeable conflicts as possible.

Avoid the Pitfall

Yet, to avoid the pitfall, you must first be able to see it. Hence, A savvy attorney can help you navigate negotiations, communicate with the other parties, and translate the deal into writing. Beyond the simple elements of a contract, consider the following:

• Are the goods or services properly defined? (See our previous post regarding the meaning of chicken.)
• Are terms of art properly defined? And used consistently?
• Is the consideration explained clearly? What does each party plan to receive? And when? How much payment is required? Who bears ancillary costs? Can the price change?
• What is the scope of the contract? Are you expecting any additional actions beyond the tasks stated? Are certain tasks required to complete the service contracted? Should those be listed?
• When is the risk of loss transferred for goods?
• When is performance excused?
• Have there been any recent changes to the law?
• Would a judge or jury be able to understand it?

Is your head spinning yet? Let an attorney help you. Consider the issues relevant to your contract needs. Moreover, potential conflicts should be discussed with the other party on the front end. Contact us today at 864.804.6330.