What to Do with Contracts
I know when I see not one, but two self-assigned tasks regarding contract stuff I deal with daily and now take for granted, it’s time for a blog post.
In recent weeks, I’ve met with far too many clients who
1) haven’t signed contracts they now want to enforce, or
2) want my advice on a contract they don’t have in their possession. Let’s discuss the care and management of stuff you sign. (I didn’t write the word “stuff” when, exasperated, I assigned myself this post.)
Understand: Whether you have an attorney review your contract (ideally) or wing it (see Law Horror Stories), you want to make sure you understand every. single. word. The placement of a comma can change the entire meaning of a provision and that’s what we lawyers are trained to analyze.
I cringe every time a client sends me a contract to review, usually giving me a nearly impossible deadline, saying “it shouldn’t take that long. It’s boilerplate.” We really aren’t just trying to bill you when we insist on being thorough with our reviews. Commercial lease agreements alone often take a full day to review. Not only do we want to understand every word, but it’s our job to make sure YOU understand every word. After all, it’s your signature. Speaking of which…
Sign: Anytime a potential client calls and says “so-and-so isn’t doing what they agreed to do,” I ask if there’s a contract. I often receive an unsigned agreement, at which point I ask “do you have a signed copy?” Without a signed agreement, I can only conjecture, and that isn’t helpful if you’re looking for answers. Further, if you want to enforce the terms of an agreement, you’d better be a party to it. Basic contract law supports the notion that someone who isn’t actually a party to an agreement (i.e., signed the damn thing) should be able to enforce any obligations of the agreement, unless otherwise specified. So, when you finally get to the point where you and the other side are exchanging copies of the contract to sign, make sure you actually sign your copy, AND make sure you get a copy of the version they signed. Oh, and make sure those versions match. I’ve seen people get really creative with document-manipulating technology.
While it’s possible to infer the existence of a contract from a course of conduct, and enforce those verbal promises, it’s very difficult to prove and the best way to make that inference official is to have a judge declare it so. However, judges are not cheap dates, and it will take months or even years and a LOT of money to get there. To save yourself the hassle and expense, just make sure you reduce all spoken agreements to writing.
Keep a Copy: If you’re signing a contract, chances are pretty good you’re either getting something or you’re expected to give something. Often, those obligations last for months or even years. So, it’s a pretty good idea to ask for a copy of whatever you sign, and make sure you get a copy that’s countersigned. If you’re disorganized, send those copies to your lawyer.
Keep it Updated: Contracting parties often find it necessary to change the terms of an agreement midstream. Not to panic, just have those changes also reduced to writing in an addendum or amendment to the original agreement. All the same rules apply – understand the terms, sign, and keep a copy.
Following these suggestions will help you make the most of any lawyer’s advice…and maybe save you some money in the process.