A contract is an agreement between two parties that is enforceable by law. It is crucial to the success of any business arrangement as a contract legally binds the parties involved to their representations, warranties, and obligations as enumerated under the contract. Moreover, they can also be used as a point of reference in the future, as a policy document for the company, and as evidence in the event of any future complaints, disputes, or litigation.
Contract lawyers help its clients negotiate, draft, review, and manage contracts. They specialize in mediating conflicts or setting up agreements between the parties, whether those parties are individuals or businesses. It is a well stated fact that drafting a contract requires expertise, skill, and experience. A contract lawyer takes into account any potential liability that could fall on their client as well as ensure that the counterparty fulfils their obligations under any contract.
What is a Contract Lawyer?
A contract governs the mutual rights and obligations of parties and safeguards them from potential liabilities that could arise in case of a breach. Contract lawyers negotiate, structure, and draft the contract in a way that protects their clients from breaches, non-performance, disclosure of confidential information, misrepresentation, fraud, and other liabilities.
In the context of a contract review, a lawyer will work with a client to interpret an existing legal contract that the client may be required to sign to complete a certain transaction. Given the dense language of legal contracts, it may be prudent to retain a counsel to help you understand your responsibilities and negotiate for more favorable terms.
Responsibilities of a Contract Lawyer
A contract lawyer is entrusted with countless responsibilities to ensure that the client’s rights are upheld and that he is protected from liabilities that might result from the contract. Here are some of the primary responsibilities of a contract lawyer:
1. Negotiating contracts
When one or more parties are entering into an agreement, every party wants the terms must be drafted in a way that provides each of them with favorable rights and fewer obligations. The job of a contract lawyer is not only to negotiate those favorable terms for their clients but also to negotiate terms that will be acceptable to all the parties in the agreement.
2. Drafting contracts
The responsibility of a contract lawyer is to draft a mutually beneficial agreement that captures the intentions of the parties as closely as possible. A well-drafted contract leaves no ambiguity as to the rights and duties of the parties. It also provides them with an option to resolve conflict amicably before approaching the court.
3. Reviewing contracts
Usually, the process of negotiating and drafting a contract is highly intensive which makes contract lawyers lose sight of the essence of the contract. This is why a contract lawyer has to conduct a comprehensive examination of an agreement before it is signed by the parties and becomes legally binding. This step helps businesses mitigate risks and ensures that the agreement will facilitate business activities without a hitch.
Why Do You Need a Contract Lawyer?
Contract lawyers help parties facilitate business and protect the interests of the party they represent in all commercial transactions. There are many compelling reasons to hire a contract lawyer, here are some of them:
1. Understand the legalese
It’s not uncommon for people to feel lost when confronted with the legal verbiage of a contract. Contract law requires a deep understanding of complex legalese, which is why lawyers study it extensively. There is a risk of omission or misinterpretation of key terms in contracts if they are managed without the aid of a legal counsel and making incorrect assumptions about a contract can result in expensive legal disputes down the road. Therefore, consultation with an experienced contract lawyer can help lessen the impact of this possibility.
2. Close loopholes
A contract lawyer ensures that the parties cannot get out of performing the contract or paying damages in case of breach of a contract. A contract with a potential loophole can leave a party vulnerable to legal liabilities consequently. A legally executed contract that captures the intentions of the parties can help safeguard the interest of all the parties involved. For example, some parties restrict their obligations with the help of legalese which may not be apparent to a layman.
3. Favorable terms
A contract lawyer can negotiate, draft, and structure the contract in a way that ensures that the terms of the contract are in your favor and acceptable to the counterparty. A lawyer can ensure that the rights of the parties are protected and liabilities are kept at a minimum. For example, a lawyer could negotiate that ‘Representations’ be qualified by materiality which shall mean that the counterparty cannot void the contract or sue for damages, or the contract unless the representations turn out to be materially different.
4. Breach of contract
In some cases, the counterparty will refuse to honor the contract and the aggrieved party will have to mediate with them, initiate arbitration, or approach the court depending on how the contract was drafted. In all the scenarios, a water-tight contract could help the aggrieved party to enforce the terms of the contract. On the other hand, the offending party could refuse to honor the contract and avoid paying damages if they have a contract lawyer who negotiated favorable terms for them.
For instance, a well-drafted contract with an indemnity clause prepared by an experienced contract lawyer can help the aggrieved party obtain a court order to recover damages relatively easier than damages in a court of law. An indemnity clause can be enforced in a court even before the breach of contract has occurred and the aggrieved party does not have a duty to mitigate in case of indemnity as is the case with damages. In a scenario where a party did not have legal representation at the time of the drafting of the contract, they should consider hiring one when a dispute arises.
Contracts are the most vital aspect of a business transaction. They facilitate business, set out the terms and conditions of the business activity to be undertaken, and protect the rights of the parties involved. Contract lawyers are instrumental in negotiating and drafting a legally binding contract that protects the interests of their respective parties. Furthermore, they are also involved if a dispute arises, and the matter goes into litigation.
A contract lawyer can help parties understand the legalese in a contract, negotiate favorable terms, and plug any loopholes that might adversely affect their interests. Contract lawyers are also vital when it comes to enforcing the terms of the contract in a court of law. At every step of the process, parties need the expertise and experience of a contract lawyer.
Frequently Asked Questions
1. What is contract law?
Contract law is a specific area of the law that specializes in contracts. Just as doctors specialize in certain areas of medicine, there are some lawyers who specialize in contract law. Contract law focuses on making agreements that are legally binding and protect the interest of the parties.
2. Why is a contract important?
Contracts prevent disputes between parties. On a fundamental level, contracts are a tool that helps businesses facilitate transactions. Since contracts are a collection of terms that parties have reached a consensus on, they are very effective at preventing conflict and contractual disputes in the future.
3. How does a contract lawyer review the contracts?
A contract lawyer while reviewing any contract shall keep in mind the following aspects:
- Evaluate and analyze contractual terms
- Ensure legal validity of the contract
- Capture the full understanding of any risk or liabilities
4. What are the requirements for a valid contract?
Here are the requirements for a valid contract:
- Offer and acceptance: An offer must be made by one party and accepted by another.
- Consideration: Something valuable must be exchanged, and both parties to the contract must have some sort of obligation under it.
- Capacity: Both parties must be of sound mind and able to consent to the contract.
- Legality: Contracts cannot contain clauses that require any unlawful acts and must abide by state and federal law, no exceptions.
5. When does a contract become void or invalid?
A void contract is legally unenforceable, starting from the time it was created. Void contracts arise for many reasons such as:
- The terms of the contract are illegal or against public policy
- The terms of the contract are impossible to fulfill or too vague to understand
- There was a lack of consideration
- The contract restricts an individual’s right (e.g. right to choose who to marry)