This post is intended to be the first in a series of informational articles about the core knowledge that affects the application of binding agreements between parties—in other words, the law of contracts.
In general, the law can seem unapproachable, but many elements are actually very intuitive. This is one of the reasons I love practicing in contracts. While pursuit of a formal outcome in a highly technical field of law is probably doomed to failure, obtaining a general knowledge of the principles of contracts is a valuable self-empowerment opportunity I believe to be within the capabilities of many.
Let’s talk briefly about how we refer to legal agreements. “Contracts” can almost always be called “Agreements” without meaningfully changing their effect. Waaaaaay back in the day, however, some decision was made to refer to “nondisclosure agreements,” “service agreements”, “license agreements”, etc. as “agreements”, even though the entirety of the framework that explains their creation and use is called “contract law”. I can’t say with any certainty which usage came first. However, in the view of myself and others, they’re practically synonyms.
Having multiple ways of expressing the same thing is a core principle of contracts. For the most part, every attorney has their own version of the documents that they handle regularly—except for court forms and the like, which have a structure often expected to be identical from one party to another. Whether I say “Amy shall pay Sharon ten dollars” or “Sharon will receive ten dollars” (provided that we know who’s paying) is largely a matter of semantics.
The single most important question for any part of a contract is whether the meaning is clear. I recently told a client that there is usually no magic formula for a contract (Wills being a notable possible exception), so don’t be afraid to ask for a clarifying word or sentence to be inserted into a document you’re about to sign if the other party is willing to cooperate. Generally speaking, disputes don’t arise over the obvious. Disputes over specific language in contracts happen when there is confusion, but note that this would be altogether different from when someone refuses to honor their known obligations (that’s called a “breach“).
For more information on this topic, I highly recommend A Manual of Style for Contract Drafting, by Kenneth Adams, available from the American Bar Association. This resource is brilliant, covering a breadth of issues from general to hair-splitting.
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Any guidance provided above is for informational purposes only and should not be treated as a substitute to retaining knowledgeable legal counsel (i.e., an attorney).
