Contract Review And Drafting
Contracts are a necessary evil. No one particularly likes them, but they go hand in hand with business. Contracts define and set the expectations of the parties. The process of negotiating a contract exposes the disconnects between two parties. It allows parties to work through issues before they become problems. Contracts help control risk exposure and protect against foreseeable issues that might arise in the course of business.
A savvy and sophisticated business person knows that “things happen” and seeks to address the possibilities ahead of time by agreement in a contract. Insisting on a contract doesn’t demonstrate a lack of trust; it’s a reasonable exercise of due diligence.
A savvy client does well to partner with a practical, experienced attorney to work through the terms and conditions of a solid agreement. Just the exercise of working through the issues in a contract can be enough to prevent those issues from posing problems.
We often review important contracts for clients. Careful contract review can expose potential problems and liability exposure that might make a client think twice about plowing forward. The exercise of requesting changes, if warranted, is a good first look at what dealing with the other party will be like. Are they reasonable? Willing to work with you? Or are they rigid, stubborn and unwilling to bend? You will find this in the process of the contract review. It’s better to know these things up front than to find out to your chagrin when you are already locked in.
Any businessperson who has been on the wrong side of a contract dispute or litigation knows that contracts can control the outcomes. Having and using your own contract that accomplished your expectations and protects your interests is worth its weight in gold when things go wrong. The exercise of drafting a contract also helps a client work through possible issues that can arise. Working through issues ahead of time through the exercise of preparing a contract is a helpful way for a business person to develop some understanding and savvy that will help to avoid those issues from even arising.
One caveat that is worth remembering is this: the best contract in the world may not help you with a person that lacks integrity, character and good values. Contract negotiation can help expose another party who may lack the integrity, character and values that you have, and it will minimize your exposure to the risk of dealing with someone who doesn’t.