ch.20

representations and warrenties

Statements of fact about the past and present

severabilty

for whatever reason some part of the contract turns out to be unenforceable, a severability provision asks the court simply to delete the offending clause and enforce the rest of the contract

introductory paragraph

includes the date, the names of the the parties, and the nature of the contract ; must also include specific language indicating that the parties entered into an agrrement

reasonably

ordinary or usual under the circumstances

conditional promises

promises that a party agrees to perform only if the other side has first done what it has promised

recipocial promises

promises that are each enforceable independantlty

vagueness

when a provision in a contract is deliberately left unclear (is your enemy)

ambiguity

when a provision in a contract is unclear by accident

Preventing Mistakes

1) let your lawyer draft the contract 2)Resist over lawyering 3)Read the important terms carefully

Reading a Contract

Pre-Reading The 1st Read What-Ifs Second-Read

rider

a amendment or addition to a conract

force majeure event

a disruptive, unexpected occurrence for which neither party is to blame that prevents one or both parties from complying with a contract

convenant

a promise in a contract

assignment of rights

a transfer of benefits under a contract to another person

delegation of duties

a transfer of obligations under a contract

Scrivener's error

a typo; a court will reform a contract if there is clear and convincing evidence that the alleged mistake does not actually reflect the true intent of the partys

material breach

a violation of a contract that defeats an essential purpose of an agreement

good faith

an honest effort to meet both the spirit and letter of the contract

title

as descriptive as possibe

choice of forum provisions

determine the state in which any litigation would take place

choice of law provisions

determine which states laws will be used to interpret the contract

sole discretion

the absolute right to make any decision on an issue