Why Should You Hire a Contract Drafting Lawyer?
If you own a business, you may have many questions for a contract drafting lawyer. Contracts are the best way to formalize a relationship and make sure both parties understand their responsibilities and the benefits they should receive. Correctly written under the right circumstances, a contract is legally enforceable, so don’t take them for granted. Contracts create some certainty, which is necessary for a business to operate.
Rebekah Lusk of Lusk Law, LLC is an experienced Frederick contract drafting attorney and a small business owner. She understands the challenges her clients face and their need for practical legal advice that keeps their businesses on the right track. If you have questions or need help with a contract issue, call business contract lawyer Rebekah Lusk and her associates at Lusk Law, LLC at (443) 535-9715.
What is a Contract?
A contract is a legally binding agreement or promise between parties. Though the law requires some contracts to be in writing, they can also be made verbally or implied by the parties’ acts.
The agreement must be voluntary, and the parties need to be mentally competent. The promise or agreement includes a mutual exchange of something of value (known as consideration) to be enforceable. This is often goods, services, or money.
An enforceable, valid contract must have:
- Competent Parties: Minors and those who are mentally incompetent aren’t bound by a contract.
- Offer: An offer is a proposal by one party to the other to do or pay something. It’s communicated to the other party and has conditions or terms. The offer can be accepted or rejected, or the other party can make a counter-offer.
- Acceptance: Both parties need to agree to the same terms. The agreement must be communicated between them.
- Consideration: In exchange for doing something or not doing something they have a right to do, each party gains from the contract in some way.
- Performance: This is complying with the terms of the contract. With performance the obligation may be over or ongoing, depending on the contract terms. If not done, or performed partially or incorrectly by one party, it may result in the other party filing legal claims to force complete performance, a money award for the harm done, or both.
To avoid legal headaches down the road related to a poorly drafted contract, and to put yourself in a strong position if you later have a case for breach of contract, get help on the front end. Consult with our skilled contract drafting attorneys at Lusk Law, LLC to ensure you are well protected from the start.
Should a Contract be Written?
There are many reasons you should have your important relationships documented with written contracts.
- A business needs to know its rights and obligations when it comes to relationships with people and other companies in order to function and plan for the future. You must know that if you pay a certain amount of money, you will get in return a service to reach a given goal or some amount of goods. It sets expectations both sides should be able to plan for and rely upon.
- Properly worded contracts should prevent misunderstandings. Although a written agreement can’t include every possible situation that may happen, it should be broad enough to cover issues that come up in regular business. Both sides should understand their rights and responsibilities. Our contract drafting lawyers can explain what those are and which ones apply to you.
- Although any form of legally binding contract can keep parties accountable, a written contract makes that easier. Not only should it be clear what both sides should do, a contract could also include the consequences of non-performance, along with situations where less than full performance is acceptable.
- Written contracts force both parties to think about their wants and needs and what they’re willing to pay or do to get them met. The process of putting a contract together requires each side to decide whether or not they want this relationship and how valuable it is. It can also make a party re-think existing contracts and determine if improving them may be worth the effort and expense.
- To be enforceable, some contracts must be in writing. Examples of these would be documents related to real estate sales or leasing and contracts drafted pertaining to sales of products. Maryland’s Statute of Frauds covers property leases longer than a year, real estate sales, and contracts for the sale of goods for $500 or more.
Why Working with a Contract Drafting Lawyer Can Protect You
While other types of contracts exist, those that are drafted by an attorney have the best protection for you. An important reason to prefer a written contract is it’s better than the alternatives. There are two other forms of contracts: oral and implied-in-fact.
An oral agreement, if it meets the requirements of a contract, can be legally binding, but enforcing it can be far more complex. By itself, a properly worded written contract should be enough to show what the parties intended and agreed upon. That’s not the case when an oral agreement is disputed. Both sides could disagree over the terms or even claim no agreement was reached. You don’t want your business to suffer from legal and financial consequences based on a handshake, he-said/she-said, agreement
Maryland courts recognize contracts that can be determined by parties’ conduct rather than in their oral or written words. An example is the Rashid Mohiudden v. Doctors Billing & Management Solutions, Inc case. Obligations can arise from mutual agreement when acts, not words, show it. This adds another layer of uncertainty where not only can words and intent be disputed, but both sides may disagree on the actions that both took. If you believe your company benefits from a situation like this, you should negotiate a written contract for the sake of enforcement of that contract.
Without a well-drafted, written contract, if the other party no longer performs as you like, it may be difficult, expensive, and take a lot of time to enforce this type of contract in court.
What Types of Agreements Should be Formalized by a Contract Drafting Attorney?
Some contracts must, or should be, in writing to be enforceable, or at least to make them easier to enforce if an issue goes to court. They include:
- Employment contracts, including nondisclosure and non-compete agreements, as well as for short-term/temporary workers
- Nondisclosure agreements for contractors with access to critical information
- Service contracts
- Sales contracts
- Supplier agreements
- Lease agreements for real estate or expensive or critical equipment
- Partnership and stockholder agreements
- Franchise agreement
- Bills of sale
- Purchase orders
- Warranties or limited warranties
- Agreement to sell or buy a business
- Joint venture agreements
- Agreements for professional services.
What Clauses Would a Maryland Contract Drafting Lawyer Include?
A Maryland contract drafting lawyer serves the client by tailoring the agreement to the parties, their situation, and the contract’s goals. Each party wants to be protected and get the most from the relationship. Some standard contract clauses include:
- The Parties
This sets out the people or organizations who agree to be bound by the contract. If a corporation or LLC is involved, that would be the party, not the shareholders or owners personally. It should also state that if the party is bought by or merged into another entity, that new owner or entity would be bound by the contract.
One party may be providing a service to the other or someone may be selling a business. Part of the process includes access to critical information that may damage the party if it’s released or used by another. The contract may require that information not be divulged. The circumstances may also require the contract’s contents to be confidential
- Dispute Resolution
There will be problems between the parties at some point. If they can’t be worked out between the parties, even with their lawyers working on it, options include getting help from neutral third parties. This can be a mediator helping the parties reach an agreement or a panel of arbitrators (instead of a judge or jury) deciding a resolution.
- Entire Agreement
This is a statement that the signed agreement has all the relevant terms, and outside sources can’t be used to interpret it.
- Force Majeure
This force majeure, or “greater force,” clause protects parties if events outside of their control make it impossible or impractical to fully perform their obligations. These events can include natural disasters, strikes, riots, government actions, pandemics, or fires.
If the contract involves local parties, you probably want Maryland law to apply when it’s interpreted. If you contract with an out-of-state party, they may prefer their state’s laws. Sometimes corporations organized under Delaware law want that state’s laws applied.
- Liquidated Damages and Attorney’s Fees
If a lawsuit is filed due to breach of contract, normally what’s sought is a court order that one party fully comply with the terms, or that the plaintiff be paid for the harm it suffered, or a combination. The parties can put in the contract additional recoveries. This can include the losing party having to pay the winning party’s legal fees and costs and that, if a breach is found, damages will be a set figure (known as liquidated damages).
- No Partnership or Agency
The contract explicitly states that the contract doesn’t form a partnership and neither is acting on the other’s behalf. This is included because, under the facts of the situation, based on the law, a partnership or agency relationship could be created.
- Termination Triggers
A contract can expire at a given date, when certain things happen, or when a party wants it to end. A termination trigger states when one or both parties are released from the contract.
This language makes one party liable for the actions of the other. If while complying with the contract between A and B, A violates the rights of C, then B agrees to pay A’s expenses if B caused the problem.
Why Should I Get an Attorney Involved with Writing a Contract?
Rebekah Lusk of Lusk Law, LLC is an experienced business law attorney and negotiator. Negotiating contracts and settling legal disputes are major parts of her practice. As a business owner, she has also negotiated contracts for her own benefit. You may not want to negotiate a contract because you don’t feel comfortable doing it, you don’t feel confident in your abilities, or you lack the time and energy to get it done.
The contract your company needs may be critical to your success today and in the future. The more there is at stake, the more it makes sense to have Rebekah Lusk and Lusk Law, LLC as part of your team. You may be hiring someone to run your business, starting a joint venture, buying a business, or selling yours. It may make sense to have a skilled, experienced contract drafting attorney with you from the start, not just have a lawyer review a draft agreement.
You know your business very well, but you probably don’t know contract law or all the legal issues that can arise due to contract language. Lusk Law, LLC can make sure contract language protects your rights and interests. Our business contract lawyers can help you decide what’s worth sacrificing for one issue to get concessions from the other party on another matter.
Call Maryland Contract Drafting Lawyer Rebekah Lusk
Rebekah Lusk and her team at Lusk Law, LLC, excel at advising businesses because Rebekah Lusk is a business owner herself. While running a law firm, an investment and rental property company, and a horse boarding facility, she has learned a lot about businesses and preparing for the unexpected.
A well-drafted contract negotiated to include favorable provisions can ensure that you and the other party (employees, contractors, vendors, customers) understand their role and responsibilities, reducing the chance of misunderstandings and conflicts. Having contracts is just good business and may be critical to protecting your company and your livelihood.
Call Lusk Law, LLC at (443) 535-9715 if you’d like to discuss with a Maryland contract drafting attorney how we can help you negotiate and draft new business contracts and review existing ones.
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