Sheryl L. Axelrod Contracts Law Blog on Lawyers.com

When deals break down, your contract is king.  The contract is your keystone document that establishes the terms of the terms of the deal – the who, what, where, when, and how of your agreement.  If there is a dispute, your contract will be the most important document considered.  Incredibly, businesses sometimes forgo entering into written contracts, instead relying on handshakes to cement deals.  While informal deals may be convenient, a written contract offers protections no business should be without.  A properly drafted contract protects a business by clarifying the terms of its deal.

A written contract can set forth precisely what each party’s rights are, what its duties and obligations are, and how disputes are to be resolved.  Written contracts thus inject a measure of certainty into deal making.  They also offer reassurance when deals go sour.

A nifty term a strong contract should have is an integration clause.  An integration clause makes clear that the contract – the written document – represents the entire deal.  This is important because it prevents a party from using information beyond the written words in the agreement – such as pre- or post-deal communications – to change the terms of the parties’ agreement.

For example, consider an integration clause in a contract that specifies that late delivery excuses the need for payment.  In the face of such a contract, arguments from your supplier like, “You promised we could supply product late and still get paid,” hold little weight.  If the fact you supposedly said so isn't written in the contract, then pursuant to the integration clause, whatever you supposedly said is outside your deal.  All that matters is what was in writing.  If the product came late, you don't need to pay for it.

A properly drafted contract should be a prerequisite to any significant deal.  You want to retain an attorney capable of drafting one.  Look for an experienced lawyer who recognizes the potential risks of a deal, and writes a contract aimed at minimizing those risks.  A business should never find itself fighting a lawsuit over a broken oral agreement when a written contract could have clarified the parties’ obligations and avoided the need to go to court.

The Axelrod Firm, PC helps individuals, businesses and non-profit organizations with their appellate, business, real estate and estate planning needs, and representation in disputes.  Sheryl L. Axelrod is the owner of the three attorney state-certified woman owned law firm.  While only 5% of lawyers per jurisdiction are recognized by their fellow lawyers as Super Lawyers, she has been recognized as a Super Lawyer for the third year in a row.  She is President-Elect of the Temple Law Alumni Association (TLAA).  She will be TLAA's 4th female president in its over 95 year history when her term begins in June 2011.