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