Different Contracts for Different Parties
Clients sometimes wonder whether an attorney is needed to draft or review a contract. My answer is “yes,” an attorney representing that party’s interest should draft or review a contract drafted by another party or his or her attorney.
Contract drafting comes from different perspectives. A buyer, whether a home buyer or a buyer of a business, has a different perspective from a seller. For example, a buyer wants to know as much as possible and may ask his or her attorney to perform “due diligence” to determine whether all of the assets are free from liens and security interests. Similarly, an employer has a different perspective about a non-competition clause in an employment contract than the employee has. An employer wants as broad a non-competition clause as will be enforceable, whereas an employee prefers none at all or, one that is very limited in job description, geographical area and time.
Clients are startled when I explain to them that there are at least three different possible contracts for each situation: one that benefits the buyer (or employee), one that benefits the seller (or employer), and one, usually negotiated, that is a “middle of the road” contract.
Therefore, my answer to a client is “yes,” having an attorney draft or review a contract will usually provide a contract that better meets the needs and goals of that client (and not the other party to the contract), and results in a better outcome (and less expense) in the long term.
Ms. Fine practices in the following areas: business law, estate planning, equine law, real estate law, or civil litigation. Please reach out if you need assistance.
