Customized Business Contract
What is the definition of a contract?
Contract law forms the foundation for modern commerce. In its most simple definition, a contract is an understanding between two parties, in which one party makes an offer, another party accepts the offer, and both sides mutually benefit from the bargain.
A contract most often arises out of these basic elements:
1. an offer;
2. acceptance of the offer (a meeting of the minds);
3. consent to the terms of the offer and the terms of acceptance of the offer;
4. consideration (most often a promise, or a payment of money);
5. performance of the agreement. But there are numerous types and structures of contracts, including many with subtle nuances and significant diversions from the basic structure identified above.
What is the scope of a contract?
A contract (or an agreement) can be very simple, or it can be incredibly complex (have you ever read an insurance policy . . . ). Many of the business law practice areas identified on this website represent specialized contracts addressing a specific area of concern. Contracts may be one-sided, that is, representing and protecting the interest of a party with the most (if not all) leverage in a transaction. Or if the parties have relatively equal bargaining power, contracts may fairly represent both parties in those areas each have the most concern.
What are common concerns with contracts?
More often than not, if a contract is "short", the parties are really hoping that there are no future disputes between them, because if there is a disagreement more than likely their agreement is "silent" on the matter (as distinguished from having a covenant specifically addressing the dispute). The parties "short" contract then becomes a trial attorney’s full employment engagement. Do you remember the old television commercial sales line: you can pay me now, or you can pay me later? Unfortunately these words are true in law as well. In my practice, I literally cannot count the number of times my business clients have requested short agreements to cover their concerns. To arrive at the client’s goal of a short contract, the attorney must leave out important, perhaps critical covenants. But the attorney cannot gaze into a crystal ball with perfect foresight and see in the future what must be covered in the agreement, and what may be safely omitted.
I regularly assist clients in drafting contracts of many types, and I also regularly assist clients in reviewing, interpreting, and negotiating contracts of many types.