A well-drafted contract can help businesses clearly define their rights and responsibilities and reduce the risk of disputes. Contract disputes can be costly and time-consuming, and unclear or incomplete agreements can make it more difficult for the parties to understand their obligations when problems arise.

Whether you are entering into a new business relationship, purchasing or providing services, hiring a contractor, or negotiating another significant transaction, it is important to have a contract that accurately reflects the agreement between the parties.

Why Contract Drafting Matters

Contracts should clearly describe the parties’ obligations and address the important details of the transaction. Ambiguous, inconsistent, or incomplete provisions can lead to disagreements about what the parties intended.

A carefully drafted contract can address issues such as:

• The rights and responsibilities of each party
• Payment terms and deadlines
• The goods or services to be provided
• Performance requirements and deadlines
• Confidentiality and protection of business information
• Responsibilities involving third parties
• What happens if a party fails to perform
• How the agreement can be modified or terminated
• How disputes will be resolved
• Which law will govern the agreement
• Where a dispute may be brought
• Whether attorneys’ fees or other costs may be recoverable

The appropriate provisions depend on the type of transaction and the needs of the parties. Virginia law permits parties in certain circumstances to agree on the law that will govern their contract and, subject to applicable limitations, to select a judicial forum for resolving disputes. 

Reviewing a Contract Before Signing

Online contract templates can be useful starting points, but a generic agreement may not address the specific circumstances of a particular business transaction. A contract should reflect the actual relationship between the parties and the obligations they intend to undertake.

Having an attorney review a contract before signing can help identify provisions that may create uncertainty or affect your rights and obligations. An attorney can explain legal terminology, identify potentially problematic provisions, and help ensure that the written agreement accurately reflects the parties’ understanding.

A contract review may be particularly important when an agreement involves a significant financial commitment, a long-term business relationship, intellectual property, confidential information, restrictive provisions, or substantial obligations.

Drafting a Customized Contract

Rather than relying entirely on a generic template, businesses may benefit from having an agreement drafted or substantially tailored to the specific transaction.

A customized contract can address potential problems before they arise by clearly establishing what each party is expected to do and what happens if circumstances change or a party fails to perform.

Depending on the transaction, a contract may include provisions addressing:

• Dispute resolution through negotiation, mediation, arbitration, or litigation
• Choice of law
• Choice of forum or venue
• Attorneys’ fees and costs
• Termination and renewal
• Breach and available remedies
• Notice requirements
• Changes or amendments to the agreement
• Responsibilities of third parties
• Confidentiality and other protections

The enforceability of these provisions depends on the contract, the type of transaction, and applicable law. For example, Virginia law recognizes contractual choices of law and forum in certain circumstances, while specific statutes can impose limitations on those provisions. 

Negotiating Contract Terms

Contract drafting and review can also be an important part of negotiations. Before signing an agreement, a party may have an opportunity to negotiate provisions that affect financial obligations, performance requirements, termination rights, liability, dispute resolution, or other important interests.

An attorney can help identify provisions that may warrant clarification or negotiation and help communicate proposed changes to the other party.

Contract Enforcement and Disputes

Even a carefully drafted contract cannot eliminate every potential dispute. When disagreements arise, the contract’s language can play an important role in determining the parties’ rights and available remedies.

Raheen Law Group can assist clients with enforcing contractual obligations, negotiating contract disputes, and pursuing or defending litigation involving an alleged breach of contract.

How Raheen Law Group Can Help

At Raheen Law Group, we assist clients with contracts throughout the contracting process. Our attorneys can help with:

• Drafting customized contracts and agreements
• Reviewing contracts before signing
• Explaining contractual rights and obligations
• Negotiating contract terms
• Identifying potentially ambiguous or unfavorable provisions
• Reviewing dispute-resolution, governing-law, and forum provisions
• Enforcing existing contracts
• Pursuing claims arising from a breach of contract
• Defending clients against allegations of breach of contract

Whether you need help creating a new agreement, reviewing a contract before signing, negotiating its terms, or enforcing an existing agreement, Raheen Law Group can help you understand your options and protect your interests.

If you need assistance with drafting, reviewing, negotiating, or enforcing a contract, contact Raheen Law Group for a consultation.