Basics of U.S. Contract Law. David J. Mack Dorsey & Whitney LLP 51 West 52nd Street New York, New York 10019 P:212.415.9200 F:646.390.6575 http://www.dorsey.com/ [email protected] October 2011.
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David J. Mack
Dorsey & Whitney LLP
51 West 52nd Street
New York, New York 10019
©2011 Dorsey & Whitney LLP. This presentation and the textual content hereof are intended for general information purposes only and should not be construed as legal advice or legal opinions on any specific facts or circumstances. An attorney-client relationship is not created or continued by reading this material. Dorsey & Whitney LLP will be pleased to provide further information regarding the matters discussed therein.
(1) the amount of money involved,
(2) the value of the products or services involved,
The importance of having a detailed written contract depends on:
Check with an attorney periodically about your business dealings to determine whether a contract is important, and if so, what it should look like.
There are dozens of different types of contracts. Selecting the type that best fits your intended agreement is a critical ‘art’. Below are a few common types of contracts for commercial businesses:
Below is a list of other types of contracts that are commonly used in commercial businesses:
Contract law is governed by two main sources:
Contracts may generally be written or oral, and both types may be equally binding. However, there are restrictions and dangers associated with oral contracts:
Written contracts can reduce or eliminate confusion and are best to protect the interests of a business or individual. Oral contracts should be avoided!
Begin contract negotiations with the following steps:
“This document is not intended to create or constitute any legally binding obligation between the parties hereto, and no party shall have any liability or obligation to another with respect to this document until a fully integrated definitive agreement is prepared, authorized, executed, and delivered by all parties.”
Once the basic outline of terms is negotiated, contract drafting may begin:
Statement of Service
Representations and Warranties
Governing Law and Dispute Resolutions
SignaturesDrafting a Contract: Major Elements
A draft contract or comments on a draft contract received from the other party should be carefully reviewed.
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