Contract Drafting, Review and Negotiation

Anyone can prepare a contract.  However, an attorney with experience in drafting contracts – and in particular drafting contracts of the type in question – can add great value.

Experience with contracts for a given situation has multiple benefits including:

  • knowing what risks and contingencies tend to arise in situations such as the one at hand and therefore need to be addressed in the contract (and conversely, knowing what issues tend not to be important in such situations and therefore do not need as much verbiage in the contract)
  • knowing what specific laws might apply in such situations, including laws that will imply contract terms and laws that affect whether a given contract term will be enforced by a court
  • knowing what term the parties to a type of contract for a given situation will tend to consider mutually fair and agree upon, i.e., what is “market” in that industry for that type of contract
  • the development of good judgment, efficiency and practicality in addressing the issues present in such a contract

Most people have no idea how extremely contracts for any given situation can vary, including in the extent to which they favor one party or the other.  A person who is not experienced with a particular type of contract may look at a form contract, an example contract, or a contract presented by the other party, and it may appear fine even though it is terribly disadvantageous or inadequate.  A person who is not experienced with the type of contract in question might not realize that:

  • In the absence of a provision dealing with a particular issue, the law will provide for how that issue will be handled – but the parties could have chosen to change how the issue would have been handled if they had known.
  • The law will consider the contract or provision to which both parties have agreed to be unenforceable because it is deemed to be in violation of law or public policy.
  • A type of provision commonly found in such contracts that would have offered protection against a substantial risk is not present.
  • The contract disproportionately contains provisions that protect the interests of one of the parties to the transaction but not the other.
  • Because the contract that is presented was based on a contract drafted for a different situation, the contract does not address situations that it ought to address.

Anyone can write up the economic terms of a business deal.  But contracts are not just about documenting the business terms.  Contracts also serve important functions in providing for the handling of contingencies and allocating the risks of and liabilities that can arise from unintended developments.  Someone who is not experienced in drafting contracts for a situation might not realize the risks and legal issues that are present and the ways in which those risks and issues can be addressed.

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The Law Office of Ward Council LLC
3330 Cumberland Blvd., Suite 500
Atlanta, GA  30339
T: (678) 472-2484
F: (678) 343-9569

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