Common Mistakes when Drafting Contracts

Here are the mistakes we see people make most often.

When a business enters into formal negotiations with another business or even an individual, it often results in an agreement in the form of a written contract. A contract is a binding legal document which sets out the terms both parties have agreed to and serves as a guide in fulfilling their obligations to one another. Some contracts may seem pointless as they may not even be reviewed after their initial signing--destined to sit in a drawer or file cabinet forevermore. However, disputes arise all too often, in which case having a written contract is of vital importance—one containing language which is clear, concise, and detailed.

Contract Drafting Tips

Read Standard forms carefully if you choose to use them

Standard forms are just that . . . standard, and if you choose to use one standard form for all of your contracts then you should make sure all of the language within it applies to your current circumstance. The use of a standard, one size fits all contract can land you in some hot water should any kind of dispute arise because each situation has its own set of variables.

More is not always better

It is common, in form contracts, for there to be far more verbiage than is needed. It seems that those who create these types of legal documents use superfluous language in order to impress laypersons who do not have the legal training required to interpret their meaning. This can sometimes lead to trouble if the unneeded language contradicts the meaningful language when the contract is read as a whole. Due to this, misinterpretation of what is being agreed upon is more likely to occur, giving rise to disputes.

Avoid last minute inclusions

Last minute additions can cause serious problems particularly if you are under a time crunch because mistakes are more likely to occur. What may sound like a good addition may hinder the document when read as a whole. If you must make a last minute addition or modification, it is important to take the time to carefully analyze it and attempt to see it from the other party's perspective to determine the ways it might be taken differently. Another good practice is to write a note to the other party explaining the addition, the way you interpret it, and what you mean it to accomplish by the language. Then get their consent on your interpretation of the inclusion.

Proofread, proofread, proofread

We cannot stress this enough. Once you have finished drafting the contract, read it over carefully to make sure it is clear, accurate and free of grammatical errors and inconsistencies. Make sure the terms and conditions are clearly stated and if you can, have it reviewed by an experienced contract attorney. They can make recommendations and let you know if there are any potential weaknesses in it or missing language which would protect you from various situations which may arise.

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The attorneys at Gehres Law Group, P.C. can help with all of your drafting and review needs. Contact our experienced California business lawyers today to learn more or browse our website at

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