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Contract Law. Be honest with yourself, do you need help to draw up that contract?

Contracts come in many shapes and sizes.   From buying groceries (yes, you have entered a contract when you buy a loaf of bread) up to purchasing a nuclear submarine, contract law is involved.  The issue is: do you need to get a solicitor involved in each specific case?

The obvious answer is that some contracts should need a solicitor’s involvement, others really don’t.  If you find yourself somewhere in between, this post is for you.

The decision for you will always be striking the balance between the cost of involving us and the peace of mind a properly drafted contract can provide.

The halfway house is often to put something together yourself based on other contracts you have seen or from internet sources.  There are endless ‘top tips to a good contract’ articles all over the internet and an equal number of ‘contract packs’ available to buy and download for only a few pounds.  In some situations these packs may be fine but please approach these documents with extreme caution.

If you are going to go it alone, my five top tips would be:

  1. Get everything written down
  2. Define everything.
  3. Prepare the contract as if there are going to be problems in the future
  4. Don’t use legalese or ‘posh’ phrases to make the contract seem more impressive
  5. Make sure the final document is agreed and signed off.

1.  In writing

Even if it is only in an email, make sure the finalised deal is written down.  Contracts can and are made orally.  However, looking at an email is much easier than trying to rely on a conversation if you need to prove the terms of a contract down the line. 

2.  Define everything

In a similar vein, make sure you have discussed and defined what the other side and you understand every clause to mean.    For example, if it is a contract of sale, define exactly what is being sold as well as how and when those items are to be delivered.  You can only be disappointed if you presume that the torpedoes are included or that the sub is going to be delivered to your underground lair at the seller’s expense. 

3.  Predict future problems

A good contract allows both parties to know where they stand throughout their involvement.  The aim is for both sides to be happy and for everyone to work together throughout its duration.  Predicting issues at the beginning allows a better relationship and, in the event that things do turn sour, gives a roadmap for how issues can be resolved in the future.  This has the added advantage of potentially reducing the risk and/or cost of litigation.  As an aside, if you’re not keen on paying for a contract now, consider the cost of litigation to unpick any issues down the line.  For example, what if your shiny new submarine sinks during delivery?  A formal contract would tell you who was responsible for it at that point.  A verbal contract will probably leave you at the mercy of the courts. 

4.  Avoid legalese

Next, phrases like ‘time is of the essence’ and ‘use best endeavours’ have specific legal meanings.  Don’t toss them around willy nilly unless all parties understand the specific legal implications of the phrases used.  This goes back to the ‘define everything’ point; if both sides know and understand what is expected of them and the contract properly sets this out, it will work. 

5.  Finish the job

Finally, it may seem an obvious comment to make, but make sure that the final contract is actually agreed and signed off.  Don’t put it off or find an excuse not to commit everyone to a final agreement and don’t work hard to get three quarters of the way through only to then ignore the final few, seemingly minor, issues.  It is these issues that are often in reality the contentious ones and I would nearly always put money on it being these final bits and pieces that result in litigation.

I should repeat, you are not obliged to get a solicitor involved for many contracts at all.  However, there is significant peace of mind to be had from involving us and it can save you a lot of stress and money down the line if you do.  Whatever the transaction, be it a personal loan from a friend or the purchase of that nuclear submarine, consider what the value is to you.

Most of all, be honest with yourself:  can you go it alone?  If so, great; if not or you are not quite sure, please give us a call for more information to help you decide.

Mark Baldwin