Contract Law: Your Checklist for Producing Strong Legal Agreements

Contract Law: Your Checklist for Producing Strong Legal Agreements

Operating a small business typically involves the need to reach agreements with other parties. This may include everyone from partners to vendors. To protect yourself and ensure that the other party follows through with their part of the agreement, it’s critical that you document what’s been agreed to in a legal contract. Consequently, even though you may look to a Denver business attorney to draft the document, it is important that you have a general understanding of contract law.

Key Considerations for Drafting a Contract

As you work with the other party and your lawyer to produce a contract, keep these contract law best practices in mind:

  • Everything must be in writing. No matter how comfortable you are with the other party, it is essential that you put all aspects of your agreement into a written contract. It may seem like some of the details are inconsequential and can be covered by a handshake, but sometimes it’s the smallest things that come back to haunt you later. It’s especially tempting to take certain things “on faith” if they come up after a written agreement has been drafted. However, you are much safer revising the contract.
  • Be sure you are dealing with the right person. It’s not uncommon to put a great deal of time and effort into creating a contract only to find out that the person you’ve named in the document doesn’t actually have the authority to execute the agreement. Then, unfortunately, you are likely faced with a whole new set of review and revision iterations that not only eat up more of your time, but that may also delay progress on the initiatives covered by the agreement.
  • Keep the contract simple. A contract should include all the verbiage necessary to clearly explain all aspects of the agreement, but not a word more. If that sounds dramatic, remember that information that isn’t relevant to the agreement or that repeats things already stated only bulks up the document, extending the time it takes to review and approve it. What’s more, the extra verbiage can muddy the waters if the contract must be interpreted or revised at a later date.
  • Identify all parties correctly. How a person or company is generally known and how an entity is legally defined may be two very different things. At a minimum, using the wrong name in a contract can make it more difficult to enforce the agreement. And in the worst case scenario, it can void the agreement. This is not something you want to discover after a conflict arises.
  • Pay special attention to performance and payment. Everything in a legal contract should, of course, be accurate. But the areas covering what is required of each party in terms of actions to be taken or payments to be made are especially important. Be sure to double- and triple-check this information before you sign.
  • Include terms that cover confidentiality. In many instances, working with another person or company exposes your sensitive business information to them and vice versa. Your agreement should have verbiage requiring strict confidentiality regarding anything learned about the other party’s operations during execution of the contract.
  • Specify how disputes will be resolved. Taking a breach of contract case to court can be very costly, both in terms of time and money. You may want to consider agreeing to handle disputes through mediation or arbitration and writing that into the contract.
  • Be clear on the issues pertaining to termination. Under what conditions do you have the legal right to terminate the contract? How about the other party’s rights? The only thing worse than having a business relationship sour is then finding it difficult to officially sever the relationship.
  • Choose which state’s laws apply. If you and the other party are located in different states, be sure to specify which state’s laws will be used to interpret the contract. You may also want to indicate where arbitration or mediation will take place if that is part of the agreement.

Welcome Clarity When Drafting a Contract

Whether you’re new to contract law or have executed hundreds of contracts, preparing to sign on the dotted line can be a source of concern and anxiety. But, using the checklist above and getting input from a Colorado small business attorney can help you enter into the agreement with confidence.

If you need guidance on contract law or assistance with drafting a contract, contact me, Elizabeth Lewis, at the Law Office of E.C. Lewis, P.C., home of your Denver Business Attorney. Phone: 720-258-6647. Email: elizabeth.lewis@eclewis.com

Contact Us Today

Law Office of E.C. Lewis, P.C.
Your Denver Business Attorney
501 S. Cherry St., Suite 1100
Denver, CO 80246
720-258-6647
Elizabeth.Lewis@eclewis.com

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Business Contracts: When there is a Breach

Business Contracts: When there is a Breach

Contracts govern nearly every aspect of your small business every day. You are likely to have numerous contracts with other businesses, vendors, contractors, customers, employees, and individuals. A breach of contract, which can be particularly damaging to a small business owner, is common in business. Breaches are typically followed by a host of problems and wasted resources, ending many business relationships. Whether you are a startup business, a well-established business, or need a specialty agreement, a small business attorney will ensure that you are protected before or after a breach has occurred. This post will discuss what constitutes a breach, how it affects your business, and what you can do about it.

When Is It a Breach of Contract?

Contracts can be quite complicated, and what seems like a breach may really be a misunderstanding. One of the most common errors made in contracts is not recognizing breaches or having a process in place for dealing with them. Delays and other unexpected events happen all the time, and breaches can occur when a party fails to perform or pay on time, a product is not delivered as specified, or someone does not uphold the terms of an agreement.

Your small business attorney can help you determine if a breach has occurred and what recourse you have.

Four Types of Breaches

  1. Minor – An example of a minor, or partial, breach is when someone fulfills an agreement, but it is not up to your standards.
  2. Anticipatory – This type of breach gives you the right to bring a lawsuit against the party before the actual breach has occurred. If you paid someone to fulfill a large project by June 1st, but it is May 31st and they have not begun, you may claim an anticipatory breach.
  3. Fundamental – In this type of breach, you may have entered into a lease agreement only to find out that, on moving day, the landlord rented your space to another business.
  4. Material – One of the most serious types of breaches, a material breach of contract is a failure to perform or complete one’s duties under the agreement. If you provide a service or product to someone who then fails to pay you, he or she has committed a material breach.

How Does a Breach Affect Your Small Business?

It is important to assess and respond promptly to a perceived breach of contract. Many breaches, especially material ones, can result in a negative economic impact on your business. If a vendor or supplier fails to deliver a product on time, the damages can be catastrophic. They may even lead to a breach on your part for failure to deliver down the supply chain. If you are a victim of non-payment, this could affect your ability to pay your bills or purchase inventory. A small business attorney will ensure you maintain valid records and represent you in the event that a contract has been broken or resulted in harm to your business.

What Should You Do About a Breach?

You may want to settle a breach as swiftly as possible with little to no interruption to your business operations, but it is paramount that your rights are upheld. In most cases, all parties would prefer to minimize the time and resources invested in a dispute. You might request that the offending party take corrective measures in order to be compliant. You may even collect monetary damages without having to go to court. But when you find there is no other way, there are legal remedies for a breach of contract.

Three Types of Remedies for a Contract Breach

  1. Damages – Payment of damages include compensatory, punitive, nominal, and liquidated damages.
  2. Specific Performance – A court-ordered performance of duty under the contract may be used when damages are inadequate.
  3. Cancellation and Restitution – A contract may be canceled by the non-offending party who may also sue for restitution.

If you need help with your business contracts, contact me, Elizabeth Lewis, at the Law Office of E.C. Lewis, P.C., home of your Denver Business Attorney. Phone: 720-258-6647. Email: elizabeth.lewis@eclewis.com

Contact Us Today

Law Office of E.C. Lewis, P.C.
Your Denver Business Attorney
501 S. Cherry St., Suite 1100
Denver, CO 80246
720-258-6647
Elizabeth.Lewis@eclewis.com

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Trelora under fire for breach of contract

Trelora, a real estate brokerage startup located here in Denver that charges a flat fee for its services, appears to have breached the terms of its multiple listing service (MLS) subscription. What Trelora started doing was including, as part of its searchable home listings, the amount that home sellers are willing to pay a buyer’s agent when the property is sold.

In response, REcolorado, a MLS firm, is threatening to fine them, and suspend or terminate Trelora’s access to MLS data. Since then, Trelora had made some changes to meet some of REcolorado’s demands but was nevertheless continuing to post the commission rates to buyers on their website. Trelora lawyered up and was seeking to negotiate with REcolorado and determine where to go from there.

Since then, Trelora stopped posting broker commission information after they received a cease and desist letter from REcolorado. In response, Joshua Hunt, the CEO of Trelora posted an open letter on its website regarding the controversy. In it, he defended Trelora’s actions as fighting for transparency and consumer empowerment. He said, “Unfortunately, there are many in our industry who want to protect agents’ exclusive access to this important [financial] information.”

This live controversy taking place right here in Denver is a great example for how any time you sign-up for a data service like MLS, there is going to be a contract involved regulating what you can and cannot do with that data. Most of the time, there will be limitations preventing you from disclosing most, if not all, of such information to the general public. After all, there is probably a reason why nobody else has done what Trelora is doing. If you fail to comply with the terms of that contract by disclosing protected information, then you have clearly breached that contract and will be liable for damages. It is not surprising that Trelora finally agreed to take down this protected information, as they likely thought the legal battle they were facing would either be unsuccessful or cost-prohibitive to pursue any further.

If you are thinking about entering into a contract and you need help reviewing it and what you will be able to do going forward, don’t hesitate to   reach out to the Law Office of E.C. Lewis, PC, home of your Denver Business Attorney, Elizabeth Lewis, at 720-258-6647 or email her at elizabeth.lewis@eclewis.com.