Why the Fine Print Matters in Commercial Contracts

All commercial contracts have a number of material provisions at the end of the agreement which most people think of as “boilerplate” provisions and which most company representatives overlook when negotiating and signing the contract. Ironically, when a dispute arises, the statistics show that it is the “boilerplate” provisions that are most heavily litigated. This is because of the serious consequences that these can provisions have when a contract dispute arises. An experienced business lawyer will advise you on how to negotiate these “boilerplate” provisions so you can avoid problems down the line.

Here are areas where issues often arise:

• Choice of law and venue. This part of a business contract determines which state or country’s law will apply to the transaction. Usually, a contract will also include the venue of the party proposing the terms as the only forum to litigate the dispute. If this location does not work for you, plan to negotiate a change in the deal, as you could end up traveling to an unfavorable jurisdiction to resolve the dispute otherwise.
• Arbitration vs. jury trial. Who will adjudicate a dispute is another huge factor. Arbitrators may be appealing because of the perceived simplicity, but there may be some instances where you prefer a jury or a judge hearing the case. Ask a qualified business lawyer in Los Angeles what your risks are in either instance.
• Final agreement. Also known as the “integration” provision, the final agreement provision states that the written contract replaces any discussion or agreement the parties had prior to this moment. This will protect a party from the other party trying to introduce oral promises or other side agreements that were never agreed upon.
• Attorneys’ Fees Provisions. This clause will award attorneys’ fees to the winning party if there is a contract dispute that is actually litigated. The benefits of having this provision will often depend on the parties involved and the circumstances of the transaction.
• Severability. The severability clause is important to have in every contract because, to the extent a court determines there is an unenforceable provision in the contract, it will not affect the validity or enforceability of the rest of the contract.
• Assignment.The assignment provision is one of the most important and overlooked clauses in an agreement. This clause can come in a variety of forms and usually prohibits one or both parties from assigning the contract to a third party without the consent of the other party. What constitutes an “assignment” and whether consent can be unreasonably withheld all depends on the language that is negotiated and can become a material issue when trying to sell your company.

In need of an experienced business lawyer in Los Angeles, contact the prestigious and highly successful Hakim Law Group when you want to make a deal. We are here to help! For all inquiries please contact us at 310.993.2203 or visit www.HakimLawGroup.com for further information.