1. The Devil Lies in The Details
Whether we’re talking about a non-disclosure agreement, a partnership agreement, a shareholders agreement, an operating agreement, an indemnity agreement, a property lease, or a general employment agreement, it is advisable to have an attorney interpret every nuance of that document. Why? Because, as the title of this article implies, the devil truly is in the details of a contract. Each clause in any of these types of contracts or any other contract used in a Massachusetts business, has specific meaning. And you will need to know as the owner, operator or manager of a business why the other side put that clause in there. It is not always that the other side is trying to trick you, but it is likely that terms that are being included in the contract are more favorable to their side. It is for this reason that hiring a Massachusetts attorney to review that document four terms that might be more favorable to you is advisable. Also keep in mind that the contract will likely need to be negotiated and that this is an arena that a practiced attorney can provide a great deal of leverage in.
2. It’s About the Relationships
Another value of an attorney in any contract negotiation is that attorneys are trained to mediate, they are trained to look at both sides of every story. Since the goal of any mediation is to find common ground between the parties to achieve a meeting of a minds, particularly in the setting of the negotiation of a contract, it makes sense to hire someone with experience in these matters to assist you in getting the best deal for your side. A good mediator can accomplish a successful negotiation to a contract by working hard to earn the trust of the party sitting across the table. When each side wants to reach the same goal, and some degree of trust is earned, achieving this end is within reach.
3. Is the Pen Mightier than the Sword?
3. If the hand that is using that pen understands what it is being written, then the old adage is true – the pen can be mightier because a contract that is founded on sound legal principals and good law will trump a contract that is not. However, one problem that I continually encounter in the overload of information that is available to people is the casual acquisition of preprinted contracts found online. Worse yet, many manager and business owners think nothing of implementing these preprinted contracts in their business operations. While I understand the temptation to think that the online companies offering a contract are giving you a product that is flawless, in my opinion, it is not.
The problem with these online contract companies is that they may not and often do not fully take into account the laws of the state in which the contract is meant to apply. For example, in a contract between businesses in Massachusetts where Massachusetts law must apply, the contract should be drafted on the basis of more than a handful of questions online. if it isn’t, in my opinion, the contract is only as good as a paper it is written on. For this reason, an attorney that understands case law, statutory authority and other sources of law which affect the specific contract in question is a necessity. The last thing a business owner wants is to find out in court five years down the road that the contract they are trying to enforce or is actually void.
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