The Importance of a Properly Drafted Contract: So, you’ve decided to go into business with another person. Maybe you’ve decided to open a business. Maybe you are hiring someone to do some work for you, or maybe you are being hired to work for another entity. That’s fantastic, but now what? Do you trust the other person to follow through exactly on their word? Do you trust that the system’s standard method, one-size-fits-all, process of adjudicating a complex dispute is right for you? These are all options. However, there are more possibilities available to you and a properly drafted contract can help you choose the options that right for you and save you a lot of headache and heartache in the future if the worst comes to pass. Here is a small taste of the issues with which a properly drafted contract can be assistive.
Implied Terms of Contract:
Did you know that the terms of your contract are not the only terms of your contract. It’s mind bending, we know. However, the court assumes certain terms are part of a contract even if they don’t actually appear in the contract’s verbiage, sometimes it is impossible to disclaim these contractual covenants even if they are expressly disclaimed in the contract. For instance, there is the implied covenant to complete the work in a workman like manner. Do you know the exact ins and out of this term of your contract; most people don’t. A properly trained and skilled attorney can help you navigate and understand these implied covenants so that you know your responsibilities, and more importantly, you know the other party’s responsibilities to you.
NonIntegrated, Partially Integrated and Completely Integrated Documents:
Parole Evidence can be a tricky topic. What is actually a part of your contract and what is just a part of negotiation which was eventually dropped? Sometimes its impossible to answer this question until a judge tells you what the terms of the contract are. However, there are ways to limit or expand what is a part of the contract and control the amount of Parole Evidence which is allowed to impact the terms of the contract. A nonintegrated document allows all admissible Parole Evidence to be used to determine the true terms of the contract. This means that emails agreeing to specific terms that were eventually discarded during the course of negotiation may become a part of the contract unintentionally.
This can be contrasted against a fully Integrated Document which attempts to bar documents not included in the contract from being used to prove that there were more terms than those specifically found in the contract itself. With the help of a licensed and skilled attorney you can navigate confidently the terms of the agreement to which you are agreeing and know with more certainty what actual contractual terms are binding and which are simply a part of negotiation.
Court, Arbitration or Mediation:
Not everyone wants to go to court, even if a party knows it is in the right this can be a difficult and intimidating step to take, even with the help of an attorney. There are multiple intermediate steps one can take which can help alleviate some of this uncertainty. These methods do not have to eliminate the option of trial but can be made mandatory first steps. Mediation is a program in which a third party,
neutral, individual attempts to assist the parties in coming to a voluntary negotiated conclusion to the dispute. Arbitration is process in which the parties choose a neutral, third-party decision maker who will hear the evidence of the case based on the rules chosen by the parties, not necessarily based on court rules. The Arbitrator will then issue their determination of fault and determination of asset allocation. This is similar to a court proceeding where a judge would decide fault and resource allocation.
If You Need Help Writing a Contract:
At the LoTempio Law Group, our Commercial Attorneys have experience working with clients seeking to write fair and beneficial contracts and resolving any disputes that may arise out of these contracts. Please contract us for more information. You can visit our commercial litigation section to find out more about the services we provide. You can learn more here.
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