legal literacy :: everyone can read a contract

The Law Office ofBryan M. Griffith, LLC

Business Law Workshop ::Legal Literacy

#BizLaw Everyone can read a contract

04/13/2023Copyright © 2011 Bryan M. Griffith, LLC

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Disclaimers :: Yes, I am a Lawyer While I am an attorney, I am not YOUR

ATTORNEY (unless I am), and no attorney-client relationship is being formed by your attendance today.

IRS Circular 230 Disclosure. Consistent with IRS regulations, this is to notify you that any federal tax advice contained herein is not intended or written to be used, and cannot be used by anyone for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code, or for promoting, marketing, or recommending to another person any transaction, arrangement, or matter addressed herein.


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How to ask a legal question in a public forum Do:

Ask hypothetical questions

Ask about an issue your “friend” is having

Ask about general legal principals

Expect that the facts of your issue may change the answer

Seek the advice of YOUR ATTORNEY.

Do Not: Ask about active

litigation Ask your question to

an attorney representing an opposing party

Expect confidentiality


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Audience Introductions Name Business Please describe the last contract you read (or

a contract you failed to read).


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What you will learn today Common contract law terms

Common contract law issues

How to read a contract with a legal eye.

When to involve your attorney in the contract review.


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Business Law Workshop: Starting a BusinessTo Inc. or Not to Inc.

Today’s Agenda1. When and Why to Contract?

A marketing tool & a legal tool

2. Basic legal terms:How do you know when you’ve got a force majeure?

3. Reading a contract:How to read a contract with a legal eye.

4. Questions & Open Forum


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Business Law Workshop ::When and why to contract?

How to use the contract as a marketing tool and a legal tool.


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What is a contract? A contract is a promise or a set of promises for

the breach of which the law gives a remedy Restatement (1st) of Contracts § 1

A set of private laws between consenting parties.


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When and Why to Contract?

Marketing Tool Legal Tool

A great call to action Highlights important

features Qualifies customers

Evidence of the deal Describes

relationship Establish penalties Override default law


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Business Law Workshop ::Basic Legal Terms

Common contract terms that you should know.


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Basic Legal Terms :: UCC & CISG Uniform Commercial Code (UCC)

UCC Article II Special body of law which applies to the Sale of

Goods. Applies special rules to sales between Merchants

Convention on the International Sale of Goods (CISG) Special body of law which applies to the sale of

goods between companies located in different countries


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Basic Legal Terms :: Intellectual Property Confidentiality or Non-Disclosure

An agreement not to share something you may know

Patent, Copyright, & Trademark Exclusive rights to a process, expression fixed in a

medium, or the use of a mark in commerce Trade Secret

Exclusive rights to anything you want to keep a secret

License The right to use someone’s intellectual property


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Basic Legal Terms :: Warranties and Representations Representation

A promise regarding the facts of the deal Warranty

A promise to deliver as represented

Difference: Damages. Misrepresentation allows tort damages and

contract rescission Breach of Warranty makes buyer whole as

warranted


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Basic Legal Terms :: Assignment Assignment

Shifting the right to receive the benefits of a contract

Delegation Shifting the obligations of the contract

Default Rule: Assignment is permitted, delegation is not.

Why does it matter? Creditors, change of circumstances, merger &

acquisition


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Basic Legal Terms :: Force Majeure Literally: Superior Force DO NOT CONSIDER IT “BOILERPLATE” Relieves one or both parties for liability in the

event of circumstances “beyond their control” Examples:

Fire, flood, earthquake War “Operation of law” Computer virus

Was 9/11 a force majeure act?


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Basic Legal Terms :: Choice of Law An agreement between the parties to apply

particular statutory and common law. Generally free to choose any body of law

Ohio, New York, Shariah, Clingon Factors in choosing:

Convenience of the parties Consider your attorney’s familiarity with that body

of law Is the particular advantage worth the

inconvenience Does not necessarily control LOCATION of suit


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Basic Legal Terms :: Choice of Forum Consent to jurisdiction of a particular court Generally free to choose any locality Considerations

Convenience of the parties Sophistication of the courts Expense of legal counsel


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Basic Legal Terms :: Integration Clause No previous oral or written representations An issue of evidence

Does this exclude the content of your website and brochures?


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Basic Legal Terms :: Arbitration & Mediation Mediation

Facilitated dispute resolution to try and permit the parties to agree on a solution.

Generally non-binding. Arbitration

Facilitated dispute resolution permitting a non-judicial arbiter to decide the rights and obligations of the parties.

Generally binding.

Considerations Who pays? What are the rules? Can you appeal?


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Basic Legal Terms :: Attorneys’ Fees Default Rule: Everyone pays their own

attorney

Contracts may alter this: Loser pays You always pay

Considerations Can be an effective penalty or discourage

litigation Can be expensive if you are required to pay Must the fees be reasonable?


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Business Law Workshops ::How to Read a Contract

Reading a contract with a legal eye.


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Reading a contract :: Scanning methods Read backwards

Start at the end. Read paragraphs from the end.

Sleep on it Read the contract again with a fresh set of eyes

Multiple reviewers New reviewers can find clauses our brain skips

over Highlighters

Highlight important terms Highlight all mentions of your company


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Reading a Contract :: Identify Clauses The language is not universal

Cat might mean Dog Using language you are familiar with, identify

the important clauses: Your Rights Your Obligations Damages Force Majeure Arbitration Termination & Renewal


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Clauses can favor a particular party or be balanced.

Stoplight System Red Clauses that heavily favor the other party

Yellow Clauses that could be improved in your favor

Green Clauses that are balanced or tilt in your favor

Rate compared to “ideal” clauses

Reading a Contract :: Rating Clauses


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Reading a Contract :: When to use an Attorney Before you read any contracts

Guidance on your business and industry Examples of ideal language

Big deals & New Markets When the risks are great

David vs. Goliath When you are the smaller party with less

bargaining power, an attorney can even the playing field

Gut instinct When reading the contract makes you

uncomfortable


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Business Law Workshops ::Open Forum

Thank you for your attendance and participation today.

Please visit my website: BMGLaw.com Please call or e-mail me for an individual

[email protected]

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