Contracts, Labor Laws and Negotiation
Contracts
Contracts are promises that the law will enforce. The law provides remedies if a promise is breached
or recognizes the performance of a promise as a duty. Contracts arise when a duty does or may come
into existence, because of a promise made by one of the parties. To be legally binding as a contract, a
promise must be exchanged for adequate consideration. Adequate consideration is a benefit or
detriment which a party receives which reasonably and fairly induces them to make the
promise/contract . For example, promises that are purely gifts are not considered enforceable
because the personal satisfaction the grantor of the promise may receive from the act of giving is
normally not considered adequate consideration. Certain promises that are not considered contracts
may, in limited circumstances, be enforced if one party has relied to his detriment on the assurances
of the other party.
Contracts are mainly governed by state statutory and common (judge-made) law and private law.
Private law principally includes the terms of the agreement between the parties who are exchanging
promises. This private law may override many of the rules otherwise established by state law.
Statutory law may require some contracts be put in writing and executed with particular formalities.
Otherwise, the parties may enter into a binding agreement without signing a formal written document.
Most of the principles of the common law of contracts are outlined in the Restatement Second of The
Law of Contracts published by the American Law Institute.
The Uniform Commercial Code, whose original Articles have been adopted in nearly every state,
represents a body of statutory law that governs important categories of contracts. The main Articles
that deal with the law of contracts are Article 1 (General Provisions) and Article 2 (Sales). Sections of
Article 9 (Secured Transactions) governs contracts assigning the rights to payment in security interest
agreements. Contracts related to particular activities or business sectors may be highly regulated by
state and/or federal law.
In 1988, the United States joined the United Nations Convention on Contracts for the International
Sale of Goods which now governs contracts within its scope.
Why Use an Attorney to Draft Contracts
Attorneys often frustrate clients by their use of legal jargon and seeming delay in "getting the job
done." Clients will often ask to have the contract in language everyone can understand. However, a
contract is not interpreted by everyone but ultimately a judge who will apply legal principles in its
interpretation. What a word or phrase may mean to the sane and normal, may mean something
much different to a judge or jurist. Contracts should be written to facilitate the business arrangement
but also must be written to legally protect each parties interest in front of a judge.
Another justification for not using an attorney or even writing a contract at all is that the parties feel that
they will always get along and there is no need to formalize the relationship with a bunch of legal
mumbo jumbo. However, all business relationships start off cordial. It is when it turns sour that every
comma and word is examined to find a way to support the parties position. Also, it is often a parties
creditors or other beneficiaries that may be picking apart a business relationship or contract
regardless of whether the parties themselves are in disagreement.
Contracts are promises that the law will enforce. The law provides remedies if a promise is breached
or recognizes the performance of a promise as a duty. Contracts arise when a duty does or may come
into existence, because of a promise made by one of the parties. To be legally binding as a contract, a
promise must be exchanged for adequate consideration. Adequate consideration is a benefit or
detriment which a party receives which reasonably and fairly induces them to make the
promise/contract . For example, promises that are purely gifts are not considered enforceable
because the personal satisfaction the grantor of the promise may receive from the act of giving is
normally not considered adequate consideration. Certain promises that are not considered contracts
may, in limited circumstances, be enforced if one party has relied to his detriment on the assurances
of the other party.
Contracts are mainly governed by state statutory and common (judge-made) law and private law.
Private law principally includes the terms of the agreement between the parties who are exchanging
promises. This private law may override many of the rules otherwise established by state law.
Statutory law may require some contracts be put in writing and executed with particular formalities.
Otherwise, the parties may enter into a binding agreement without signing a formal written document.
Most of the principles of the common law of contracts are outlined in the Restatement Second of The
Law of Contracts published by the American Law Institute.
The Uniform Commercial Code, whose original Articles have been adopted in nearly every state,
represents a body of statutory law that governs important categories of contracts. The main Articles
that deal with the law of contracts are Article 1 (General Provisions) and Article 2 (Sales). Sections of
Article 9 (Secured Transactions) governs contracts assigning the rights to payment in security interest
agreements. Contracts related to particular activities or business sectors may be highly regulated by
state and/or federal law.
In 1988, the United States joined the United Nations Convention on Contracts for the International
Sale of Goods which now governs contracts within its scope.
Why Use an Attorney to Draft Contracts
Attorneys often frustrate clients by their use of legal jargon and seeming delay in "getting the job
done." Clients will often ask to have the contract in language everyone can understand. However, a
contract is not interpreted by everyone but ultimately a judge who will apply legal principles in its
interpretation. What a word or phrase may mean to the sane and normal, may mean something
much different to a judge or jurist. Contracts should be written to facilitate the business arrangement
but also must be written to legally protect each parties interest in front of a judge.
Another justification for not using an attorney or even writing a contract at all is that the parties feel that
they will always get along and there is no need to formalize the relationship with a bunch of legal
mumbo jumbo. However, all business relationships start off cordial. It is when it turns sour that every
comma and word is examined to find a way to support the parties position. Also, it is often a parties
creditors or other beneficiaries that may be picking apart a business relationship or contract
regardless of whether the parties themselves are in disagreement.
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Law Offices of Christopher J. Shellito, Esq., LLC
5510 Pearl Road, Suite 300
Parma, Ohio 44129
(440) 885-LAWS (5297)
(440) 885-5318 Facsimile
E-Mail: chris@shellitolaw.com
5510 Pearl Road, Suite 300
Parma, Ohio 44129
(440) 885-LAWS (5297)
(440) 885-5318 Facsimile
E-Mail: chris@shellitolaw.com