Wednesday, 20 May 2015

Get something in writing

If you are going to do business it is very important to have something in writing.  Ideally the parties have a formal contract that is signed by all involved.  Ideally it sets forth all the terms and conditions and is intended as the final written expression of the parties’ agreement.  And, ideally, it is not ambiguous, meaning it is not susceptible to different interpretations.

But sometimes doing business gets ahead of the contracts.  Things are going well.  Everyone seems to be acting in good faith.  So things are done on a handshake.  Or maybe there is some exchange of email or just a confirming email.  Sometimes these kinds of writings will create a written agreement.  Sometimes they provide evidence of the terms of what is an oral agreement. 

Or in some businesses the transactions are documented through purchase orders and invoices.  And the fine print at the bottom or on the back can make an important difference in how things will go down if things do not work out.

Generally speaking some form of writing is better than none.  And more writings are probably better.

That said, beware of forms you may find on the internet or what might be generated by a computer form program.  Having a writing may save you from some problems, but using any old writing may also create other problems.  This is because boilerplate or “standard” terms picked from different deals may have little or nothing to do with your deal.  Or those terms may contradict what you are trying to accomplish.  And the more ambiguity and conflicts there are in a writing the more room there is for competing interpretations and disputes.

There is an old saying about getting what you pay for. 

There is a well known phenomenon of people trying to diagnose medical problems through internet research. 

So run your agreement by your attorney to see if it will do what you want it to do.

The same kinds of things can easily come into play with home made contract documents copied and pasted from the internet.  It is easy to create conflicting provisions.  Terms and conditions lifted from one situation may make little sense when injected into another setting.  Or the deal may be structured incorrectly through a misunderstanding of legal concepts.

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