Have Your Attorney Review it! That can save you money
Bear in mind that a document prepared by the other side’s attorney will be written to protect the interests of that attorney’s client, not yours. In the last month I have reviewed several such documents that illustrate my point.
In one case, I had not seen the document before it was executed by my client. That turned out to be costly to him. In other cases, I was able to protect my clients’ interests by inserting clauses that could well protect them from loss or expense in the future.
1. I helped a landowner negotiate a buy out of the remaining four years of a ten-year lease he had signed with a tenant without having me review it. That lease, drafted by the tenant’s attorney, did not contain a provision to terminate under any circumstances, even default by the tenant! Result: an expensive lease buy out for the landowner who is in the process of selling the property.
2. I reviewed a purchase and sale agreement for the purchase of real estate that did not provide for a study period, yet the purchaser’s intended use required approval by Virginia Department of Transportation (VDOT) for a new access and approval by the County of the site plan. Result: the study period was added before my client signed, giving my client the right to terminate if either VDOT or the County failed to approve.
3. I reviewed a limited liability company’s draft operating agreement that would transfer my client’s membership interest automatically to the other members if my client was ever in default! He was the only member for whom the default provision applied, and it had been written by the other members’ attorney. The other member refused to change the terms. Result: deal ended before it started! Fortunately my client emailed me to review the operating agreement before he signed anything.
Take away: Have your attorney, who is looking out for your best interests, review all documents before you sign. It will save you money in the long term.