Custom Drafted Contracts
and
Revisions

Custom Drafted Contracts and Revisions

If your contracting cycle is too long or you are ultimately losing deals because of your poorly-drafted contract, it is time to revise your standard contract. 

In legal drafting - less is truly more - and it takes a great legal writer to draft a concise, non-legalese contract that will stand up to the scrutiny of a busy and irritable judge (if ever required).

My legal documents are clear, concise and drafted in plain-English. 

Of course, some businesses, like banks, insurance and big tech companies, can get away with unclear or one-sided contracts.

However, if you are a tech services provider competing in a well-saturated market, you should distinguish yourself by developing a reputation for being easy to do business with.  This begins by offering a fair and clear contract for your services or products, which I can help with.

the problem with A poorly-drafted contract

A clear legal document is the best basis for enforcing the deal as written and not as re-interpreted by a judge.

A poorly-drafted contract creates may unintended consequences.  Here are three:

1. It is Easily Broken: It gives a unethical party looking to break the contract an opening to do so.  And, if that unethical party has money to litigate, it can tie you up in court for years and force a settlement that was not the deal.

2. A Judge will Decide What the Deal Was: A judge will be forced to try to interpret what the "deal" was (i.e. what the parties "intended") rather than just enforcing the deal as written.  This could result in a very unpleasant surprise.

3. Uncertainty in Contractual Obligations.  It creates uncertainty about the parties' various obligations under the contract (e.g. how to extend, renew, terminate, or adjust the price).

A Case-in-Point: Termination for Convenience or Material Default?

In big-dollar IT service deals, there is, typically, a significant liquidated fee payable to terminate a contract for convenience and none for terminating for material default.

The difference could mean millions of dollars.

A few years back, one of my large clients decided to terminate a fairly new (i.e. just over one-year old) IT services relationship based on a few material defaults by its service provider.  However, my client chose the high road and offered a generous termination payment, as a gesture of good will.

Instead of accepting this gesture as a windfall, this service provider got greedy and hired a well-known Toronto litigator to threaten my client with litigation if it did not pay the termination for convenience fee provided under the contract.

In summary, instead of hiring its own litigator to respond, my client trusted me - since we had used my GJA Master Services Agreement for this deal - to respond and explain the contractual basis for terminating the contract based on the service provider's material defaults. 

It took me a couple of phone calls with the service provider's litigator and one clearly worded e-mail regarding my client's final position - with a firm acceptance deadline - to make the service provider come to its senses and take my client's deal. 

I wrapped-up this dispute within 24 hours of me pushing send on my e-mail to the litigator, which made my client happy because it avoided a long court battle and the negative PR associated with a big client terminating a much smaller service provider.

The Lesson: There was no wiggle room in my clearly-worded material defaults clause (that was in plain-English) for a crafty litigator to use as a good basis to dispute my client's termination (and the effects) in court.  Had it not been for my clause, it is likely that this case would still be before the courts now.

HOW MUCH WILL IT COST TO RE-DRAFT MY CONTRACT?

The number one objection to revising or custom-drafting an existing contract is cost.

The typical reaction is: If it ain't broke ... 

But how do you know if your contract is broken?

Loss of two or more deals and lost time due to prolonged contract negotiations are signs that your contract is a problem.

A clearly-worded, plain-English contract will speed up your contracting cycle (i.e. time to closure) and improve your "ease of doing business" reputation.  It is worth the investment.

To avoid a surpise legal bill for this work, I will propose a fixed fee to assess your contract and a fixed fee to revise it or custom-draft a brand new one.

Please contact me through the envelope link below if you would like to discuss revising or re-drafting your current, standard contract.