Nationally recognized provider of continuing legal education courses, National Business Institute (NBI), is providing a video webcast course on Indemnification and LLCs on November 25, 2014. NBI invited Douglas Griess to present on several of the topics, which he agreed to do.
Indemnification is an important issue for members, managers, and others within LLCs. In short, few want to take a job with an LLC unless the LLC will cover them for the liabilities they might incur doing their job […]
A second fundamental way to limit “inadvertent” change of a contractual relationship is to limit the situations in which the conduct of the business can be interpreted as a waiver of the terms of a contract. The most common term will specify that a business’s decision not to enforce terms of a contract in one situation cannot be used as evidence of a waiver of those terms in another situation.
This kind of term essentially provides a party with flexibility […]
One fundamental way to limit “inadvertent” amendment of a contract is to specify in the contract how an amendment can take place. The most common term will specify that there can be no amendment to the agreement unless it is in writing and signed by the parties.
This sort of term does two things: First, such a term forces the parties to make sure that the original agreement is something they can live with if they are unable to amend […]
Parties are free to modify their original agreement after it is made. A contract may be explained or supplemented by new agreements or the course of dealing. These modifications are at least amendments, and in some cases can completely preempt the old agreement.
Amendment of a contract takes place after the agreement. An amendment, like the original contract, occurs when the parties make a subsequent agreement. Unless the contract specifies that amendments can only be made a specific way (e.g., in […]
There is a big difference between what happens before a contract is formed, and what happens afterwards. A lot of what happens before a contract is formed can be eliminated from later consideration by the inclusion of an integration clause. As discussed in previous posts, an integration clause specifies that the contract is the final, complete, and exclusive statement of the agreement.
An integration clause works to prevent a party to a contract from asserting that the parties made additional […]
In putting together a written contract, it is generally best to put all of the agreement terms into the contract and use an integration clause to prevent the application of any terms not in the contract. This puts the obligation on the parties to each make sure the written agreement actually lists everything important to them, and to accept that what is excluded will not apply. Such a process encourages communication and notice and supports the value of the agreement. […]
Evidence of what was discussed or negotiated that is outside of a written contract is called parol evidence. In a dispute, parol evidence is generally excluded from consideration. The point during the dispute is to hold the parties accountable to what they actually intended in the written contract. However, if the terms in the contract are ambiguous, i.e., the terms are capable of being reasonably interpreted in more than one way, a court or arbitrator may consider parol evidence to […]
An integration clause is a provision of a contract which states that the parties intend for the written contract to be a final, complete, and exclusive statement of the agreement. Without such a provision, there is no assumption that the written contract is the complete or exclusive expression of the agreement.
In practice, when parties put together a sales contract they engage in discussions and negotiations regarding how the interaction will take place. What the parties discuss before putting the […]
As a party to a potential contract, it is important to read the contract in relation to the goals and expectations that the party has. Specifically, before reviewing the contract, and becoming mired in the specifics of what is presented, it is important for the party to identify its primary concerns. By listing out the goals and objectives first, the party can more easily verify whether the contract actually accomplishes what it is intended to do. Accordingly, by reading the […]
Once the parties have settled on the fundamental terms of a contract, the process of actually drafting the contract takes place. It is generally advantageous to be the party creating the first draft of the contract. While the drafting may be time consuming, the party that drafts the contract has the initiative in crafting the language and terms of the contract in a manner that is best suited to the parties’ needs. In this way, the drafting party ensures that […]