Contract Review Services
Entering a contractual agreement can be both an exciting and stressful time, but one thing that should not be overlooked is the importance of reviewing the contract thoroughly. It is easy to overlook vital clauses and conditions that could have major unintended consequences down the line.
That's why it's essential to have an attorney review your contract so that you can fully understand its' terms and conditions and your obligations. Intellequity can identify potential problems and ensure that the agreement meets your specific needs.
Read below for more detailed information regarding contract clauses that should be in every contract. Book a low cost,1/2 hour detailed consultation, or book a free 15 minute general information consultation, whichever fits your needs. Expect exceptional service and legal work you can always rely on.
Parties to a Contract
The choice of named parties is crucial when establishing a contractual relationship, yet it is often overlooked. Why is it important? Because the named parties bear the responsibility of fulfilling their obligations under the contract. It is essential to determine if the intended party is an individual or a business. If it's an individual, their full legal name should be used and they should sign the contract with that name. If it's a business, the full legal name of the business must be used, without allowing for abbreviated or fictitious names. By ensuring this, you will bind the individual or entity to their obligations while reducing the chance of them escaping the contract on a technicality.
For example, if you are contracting with a business named Joe Schmoe Asian Artifacts, LLC., make sure the contract does not mistakenly refer to them as Joe Schmoe Artifacts or just Joe Schmoe. To verify the correct named party for a business, you can check the online state database where the company is registered, usually with the Secretary of State. There, you can find the full legal name and match it to the contract.
Equally important, the person signing the contract must have the legal authority to bind the party to the agreement. For individuals, sole proprietorships, or DBAs, their full legal name should be used. In the case of partnerships, any general partner may have the authority to bind the partnership, unless there are exceptions. For corporations, owners, directors, officers, or managers usually have the authority, assuming they are acting within the ordinary course of the corporation's activities. Lastly, someone signing on behalf of an LLC or limited partnership should be authorized based on the state registration records of that entity.
Ensuring that you have the correct named parties and the appropriate signatory can greatly increase the chances of contracting with a responsible party who will fulfill their obligations even in adverse circumstances.
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Contract Essentials: Clear Obligations & Expectations
In any contract, the exchange between parties is crucial. This exchange can take various forms, including
goods and/or services for money, services and/or goods between companies, and goods, services, or money for a promise to act or not act.
A well-defined contract leads to a fruitful and ongoing relationship. Conversely, a vague contract may lead to disputes, requiring legal intervention. So, how can you ensure you get what you expect from a contract? Take the time to think, research, and negotiate important points. Then, clearly document agreements and negotiations in the contract to avoid misunderstandings.
Consider a publishing agreement where you license or sell the rights to your book. The publisher may offer $5,000 upfront and 7% royalties on trade paperback sales. Seems straightforward, but have you specified when the $5,000 will be paid? Are royalties different for discounted goods or hardcover books? Is marketing your book their responsibility? What if they fail to market it? Can you reclaim your rights if the book goes out of print? Define "out of print" to avoid differences in interpretation.
Besides not being complete, as in the example above, many people often overlook or misunderstand certain contractual terms, dismissing them as "legalese." This is imprudent at best and negligent and costly at worst.
Legal language may have specific meanings different from common usage. For instance, an "option to determine a lease" means the landlord can end it. Most people wouldn't know this without research. Similarly, nuances like freehold and non-freehold estates in a land contract are crucial to understand for a fair deal.
Not everyone is a contract expert. Without subject-specific knowledge, you may miss crucial clauses. In the publishing example, different book types might have varying royalty rates. Lack of expertise can lead to unfavorable deals.
These examples illustrate how well-intentioned individuals can find themselves in contract predicaments. Don't let this happen to you. Ensure clear obligations and thorough understanding before signing anything.
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Other Contract Clauses That Can Cause Problems
Contracts are a seemingly endless source of legal jargon that can be confusing at best and incomprehensible at worst. Many people find themselves in the position of signing a contract without fully understanding the terms and requirements. Of all the clauses contained in a contract, perhaps the most misunderstood are those related to arbitration, confidentiality, and termination. Arbitration, a mechanism for resolving disputes outside of court, can be advantageous or prejudicial, depending on the situation. Confidentiality clauses often create confusion around the extent and duration of the confidentiality agreement. Finally, termination clauses can be problematic, as they may limit the ability of either party to exit the agreement. Understanding these clauses is essential to protecting your rights and avoiding unwanted legal headaches.
That is where Intellequity can help. I can provide you thorough contract review services, based on your prioritized needs and wants and help ensure that the next contract you enter into is the one you think your entering into and is beneficial for you.
Want to know more, click below to book a low-cost consultation.
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111 SW 5th Ave. Suite 3150
Portland, OR 97204
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The law firm is licensed to practice in Oregon. The information provided by this website is offered for general information only. It is not intended to be legal advice and does not establish an Attorney-Client relationship between you and this firm. For more detailed information on your particular situation, contact us at 503-877-0881.
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