Working primarily with business owners, I draft and review countless contracts, every contract is unique and I enjoy the challenge and process involved in gathering the proper information relevant to each situation. It occurred to me that some of the skills I use every day in my practice, I gained in my high school journalism class. I wrote for the school newspaper, The Arrowhead and I covered hard-hitting topics relevant to the lives of high school students. By the way, we got a vending machine with milk in it, and my cell phone review was for the Nokia 5190 . With respect to the milk, I just reported the facts: a variety of choices for every dairy connoisseur, including 1%, 2% and whole milk, all fully stocked and kept at a refreshingly cool temperature. Our newspaper was celebrated for its strictly factual, no-spin news reporting. I recommended the phone because of the removable faceplates, backlit keys AND it had the most advanced game on the market, Snake.
These days, I still write a lot and, facts are still of utmost importance. Journalism class taught me some valuable lessons that I still apply every day when advising clients on the merits of a contract they’ve been presented with or when drafting an agreement from scratch.
I conduct my initial client interview with some of the following journalistic themes in mind, so I can identify the relevant information and provide the client with sound legal advice:
- Who are the parties involved?
- What are their full legal names?
- What is the relationship between the parties? Have they ever worked together before?
- Do both parties have the ability to enter into contracts?
- Are there any previous agreements that would bar a party from performing any part of the contract?
- What is the subject matter of the contemplated transaction?
- Are there goods or services (or both) involved?
- What are the biggest risks to the client? What are the biggest risks to the other party?
- What are the financial terms?
- What are the client’s expectations?
- What constitutes satisfactory performance or breach?
- What triggers a party’s payment obligation?
- Are there any industry terms of art or language that have special meaning to the parties?
- When is the contract to be performed?
- What is the duration of the contract?
- When is payment due?
- Is the time of performance important?
- Must the contract be performed at a particular place?
- Do the laws of any other jurisdictions apply or impact the content of this agreement?
- Why does each party want to enter into this relationship?
- What are the possible non-legal implications of this agreement?
- How can I help achieve the client’s goals and advance the client’s interests in this transaction?
- What are the different steps that need to be taken to accomplish the transaction?
- Is the other party represented by counsel and who will take the laboring oar with respect to drafting and revising the agreement?
It is important to consider the above questions and consult an attorney as early in the process as possible and hopefully before negotiations begin. Not only can the advice of an attorney help you formulate ideas and possible approaches based on the circumstances, but it also will help preserve the strongest bargaining position in a negotiation.