of ambiguity and misunderstanding. We concede that ambiguity and
misunderstanding can occur in the otherwise best-written agreement
(sometimes deliberately so), but written agreements at least commit
the parties to the same piece of paper.
administration of the agreement can be delegated to people who
weren’t present at the creation and may not otherwise
have a clue as to what the original negotiators agreed to.
We always approach written agreements with the idea that none
of the people who were responsible for negotiating it will
again be available the day after its signed. This is also a
check on the completeness and understandability of the document.
agreements force the parties to address issues that they might
overlook or even try to avoid. Some of these items are referred
to as “boiler
plate” and include items like indemnification issues. If something
goes wrong, who’s responsible and for how much? When can
the agreement be prematurely terminated, assuming we know its term?
If we have a dispute how will it be resolved? Courthouse or arbitration?
Where will the dispute be heard, in my hometown or yours?
that a written agreement is not a substitute for good deal terms.
It’s always up to the business people to determine the
proper price, quantity, and quality of the products or services
they intend to sell or buy. We can write the clearest, cleanest,
most complete agreement imaginable for either the best deal you
could ever make or the worst deal you could ever make.