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Law Offices of Shannon C. Smith

Contract Drafting Negotiation Lawyers in Northern Kentucky

Helping Clients With Contract Review, Negotiation, and Compliance

Business deals are often made through face-to-face meetings, phone calls, and building relationships over time, but it’s not a sure thing until the ink is dry on the signature page. Contracts are the foundation of any business dealing, and it’s important to ensure that your contracts are up-to-date, clear, specific, and legally enforceable.

Contracts are important in many areas of business, and having a properly executed contract can protect your interests and ensure that you’re covered if a dispute arises. Whether you need help drafting a template contract to use for new clients or negotiating a buy-sell agreement for your business, the attorneys at the Law Offices of Shannon C. Smith, PLLC, have the knowledge and experience to review your documents.

What Elements Are Required in a Contract?

Contracts are, by nature, customizable documents that are tailored to each agreement. However, there are some key elements that are required for a contract to be legally binding. The contract needs to name both parties and express a valid offer. This means that the contract should expressly outline what the parties are agreeing to, whether it’s a work contract with a client or a real estate contract for the sale of a house.

The contract must also include mutual assent, which means that both parties are positively agreeing to the terms within. This is generally accomplished by having both parties sign the contract, stating that they have read and agreed to the terms established within.

While not specifically required by law, it’s best if a contract is as specific as possible. For example, including a scope of work within the contract can ensure there is no confusion about what each party’s responsibilities are. Having a specific, tailored contract can also be of immense help if there is an issue later on and you need to pursue legal remedies, such as a breach of contract lawsuit. In some cases, the contract may also stipulate what should happen in the event of a dispute, such as arbitration or mediation, instead of a civil suit.

What Are the Benefits of Having an Attorney Help With Contract Drafting?

Because contracts are so commonplace in business dealings, it can give you a false sense of security that you don’t need an attorney to review every contract you sign. But this can open you up to potential issues and liabilities in the future. Having a contract review all of your contracts — both those that originate with your business and those that are sent from the other party — offers many benefits. First, an attorney has the legal knowledge and experience to spot issues with vague wording or problematic terms that could cause problems later on. This allows you to address and modify these parts before signing.

Working with an attorney also ensures that someone who has only your interests in mind is reviewing your contracts. It’s easy to get caught up in signing a new client or bringing in a new revenue stream, and you may gloss over problems with the contract to avoid losing the deal. An attorney can ensure that you’re looking at your contracts to protect your interests and decrease the chances of disputes or compliance issues later on.

What Is a Force Majeure Clause?

A force majeure clause is a common addition to business contracts and functions as an out for the parties if certain circumstances arise. Here’s an example. A contractor has agreed to do work on a house by a certain timeframe or in a certain scope, but a floor goes through the area and severely damages the home. If there is a force majeure clause in the contract, the contractor may be released from having to fulfill their obligations because the natural disaster has made it impossible to do so.

Force majeure clauses generally only cover unforeseen circumstances that are out of the control of the parties. In addition to natural disasters, this can include things like public health emergencies, changes to industry legal regulations, supply chain disruptions, and acts of war or terrorism. How force majeure clauses are written in contracts varies, so it’s important to have your attorney review this section closely if it’s included.

What Are Some Common Challenges That Arise During Contract Negotiations?

It’s normal for contracts to need to be passed back and forth between the parties a few times, with each making suggestions and changes until both are satisfied and ready to sign. When you’re working through the contract negotiation process, using a contract attorney can help you address these common challenges:

  • Different objectives: Each party is looking out for their own interests and may want wording changed in the contract to address that. An attorney can help you find a middle ground so both parties are protected.
  •  Complex legal language: Contracts are notoriously hard to understand, often using complex vocabulary and relying on convoluted sentences and fine print. An attorney will thoroughly review the contract to ensure that you fully understand what you’re signing and what your obligations will be.
  •  Ensuring the contract is signed by the decision-maker. It’s not uncommon for deals to be made between businesses where the people negotiating the deal aren’t the people who actually have the authority to sign the contract. You may have everything ready only to find out that you need someone else’s final stamp of approval.

Contracts are important and valuable business tools — when they are used correctly and in accordance with the law. Get help drafting, reviewing, and negotiating contracts when you call 859-667-1204 and schedule an appointment with the attorneys at the Law Offices of Shannon C. Smith, PLLC.