Contracts are involved in nearly all significant business and personal dealings, from partnership formation and the employing executives to vendor agreements and commercial and personal real estate contracts. Entering into a perfect contract would be the end of debate and negotiation regarding each party’s rights and responsibilities, but the reality is sometimes different.
Disputes over terms of the contracts in many different situations. Disputes can start at the negotiation phase, after the contract has been executed, and in the middle of the performance under the contract
The most effective contracts ensure that both sides are clear on their obligations, making it less likely that there will be disagreements. Sometimes, however, there are differences in bargaining leverage, and parties try to negotiate terms that are most advantageous to them in ways in which the advantage is not made obvious. Disagreements over a term or terms can stall negotiations and threaten the whole deal. In commercial real estate transactions, for example, the phrase “time is of the essence” is used to mean a seller may be able to jump to a new buyer where a current buyer cannot meet closing obligations in a timely way. Negotiations go more smoothly when each party is represented by a commercial real estate lawyer. Our attorneys have the experience to understand the legal and financial significance of such clauses, the industry norms, the potential parameters and consequences of compromise, the likelihood that particular issues will arise, and how courts tend to treat the issues at hand for aiding and influencing negotiations. Our real estate contract lawyers are also able to negotiate issues more clinically one step removed from the final decision-making, which helps to reduce conflicts that sometimes emerge during a negotiation.
In some cases, the conflicts arise because the parties attempted to save time or money by using a form contract or repurposed a contract from another transaction and one or both never fully understood the terms that came with the document. When a contract has not been drafted with a particular transaction and specific parties in mind, there are often unintended consequences and surprises for one or both parties. With a carefully drafted contract, however, disputes over terms are much less likely.
Clear language and complete contract terms are the best defense against conflicts. Clarity and comprehensiveness are also the strongest tools should you have to debate the meaning of a term in court or through an alternative dispute resolution process.
By leaving the understanding of integration clauses, choice of law provisions, indemnification issues and the many other technical clause to one of our lawyers, you are free to be the expert in your area of expertise or concern, whether it be gaining ownership of a piece of property, signing up a new tenant, or creating a new business entity.
When there are disputes, those may be settled by a court of law, through alternative dispute resolution methods such as mediation or arbitration, or through negotiation and compromise.
Whether you are just beginning negotiations or have run into a conflict regarding the interpretation of an existing contract, our experienced contract attorneys can help. Involving an attorney as early in the process as possible will provide the best opportunity for you or your legal team to fully represent your interests and achieve the best of results.
When a contract is not properly drafted and/or reviewed, business contracts for services, leases, severance agreements, covenants not to compete, non-disclosure agreements, and any other contracts, can turn into deals the Devil. They say the Devil is in the details…be sure to cover the details in advance with a clear, concise agreement that covers both the obvious issues and the possible eventualities.
Our mindful attorneys provide a pound of prevention, in advance, to prevent the need to cure; can help you compel a breaching party to cure her or his breach, and can help you help a court or panel of arbitrators to understand why your interpretation of a critical contract term is the obvious choice. Call us today to handle your contracts from inception to execution and address potential problems before they become actual issues. If an issue has already reared its head, we can help you negotiate, posture, and litigate to obtain the best possible outcomes.