Former general counsel and small business owner, Anita Campbell, offers sage advice in her post on the Build a Solo Practice Blog about how to write a better contract . What is the better contract in Anita’s view?
- First and foremost, the better contract protects the client.
- The better contract is written in plain English. (A novel concept indeed!)
- The better contract is written for a 12th grade education or lower.
- The better contract incorporates standardization.
A word of caution concerning standardization of contracts: Clients will often take a standardized contract and fail to adapt it appropriately for the current business transaction. Clients should be reminded that it is a good idea to have the business lawyer review the agreement to make sure it adequately protects the client in the current transaction, contains the actual terms of the current transaction and fulfills the goals of the current transaction. I can’t tell you how many times I have seen the embarassing situation where a business person took a standardized contract and failed to revise it appropriately for the situation. It happens often when people pilfer agreements from the Internet and fail to modify the terms. If litigation occurs, the result of this carelessness could be a verdict against the client.
Anita’s solution involves providing a set of instructions to the client along with the standarized contract. Included in the instruction sheet is the direction to have the business manager consult the corporate lawyer before signing or implementing the agreement. This may work well with organizations that have in-house counsel but is probably less intuitive for businesses with outside counsel. I offer the reminder to always have contracts reviewed by your business lawyer.
Hat tip to Susan Cartier Liebel and her Build a Solo Practice Blog. Susan is passionately building one of the best blogs in the country. Notice I didn’t limit it to legal related blogs either.