FindLaw KnowledgeBasePublished: 2012-06-06
It is a common experience for lawyers to receive a telephone call from a client announcing that the client has just signed a contract and wants the lawyer to review it. The almost universal response is “why?” Once a contract is signed, whatever damage it has done, is done.
A lawyer involved in creating a contract is considering what the document will mean to a judge and jury should there be a falling out between the parties. The lawyer will also be aware of the fact that what might seem to be a simple English sentence is loaded with legal meaning that a lay person is not trained to recognize. The lawyer should also be aware of what contracts of this type should contain or should not contain and will spot something that is missing or which is inconsistent with normal practice.
Another common experience for lawyers is hearing clients say “We all understood what the deal was.” With most written contracts there is no agreement not found in the written terms. What the parties talked about at lunch before entering into the agreement is barred by something called the parol evidence rule.
Drafting and even reading contracts calls upon legal skill and training. It generally does not cost much to have the benefit of a lawyer’s assistance before a contract is signed. It costs a great deal for a lawyer’s assistance if the parties end up in litigation. There is an old lawyerly expression – “Thank god for the client who drafts his own Will” that is equally applicable to contracts or any other legal documents.
It is true in this field, as it is in so many others, an ounce of prevention is worth a pound of cure. What you want from a contract is an agreement that gets you what you want, keeps you out of trouble and simplifies litigation if there must be litigation. The only way to approach a new contract is to have the assistance of a professional.