Nothing can strike fear into the hearts of attorneys or businesses like “breach of contract.” Contract negotiations are tedious, exhausting and overwhelming. When a hard fought executed contract is found to be non-compliant, the results can be devastating to all parties involved. While a simple verbal contract, which meets minimal criteria can be legally binding. For business transactions memorialized in writing, contract compliance is significantly more rigid and complex.
While every contract has unique characteristics specific to the commercial transaction, there are certain features that lend themselves to standardization. Indeed, most contracts have been assembled by business and legal teams with a ton of “cutting and pasting” from various contract templates; however, with a lack of systemic control. This can create what is known as content customization, worse yet and a ‘legal exception’ given the amount of complexity and risk a simple word change can generate. That is, content changes in the document assembly process can trigger a significant change in the intent or context and not be caught by the ‘naked eye’ in such process. So, if your company is a behemoth, or the proverbial “800 pound gorilla”, then maybe you can get away with just locking down your assembly process so no internal changes can be made. And even not allow for editing or negotiation with your counterparty.
In every society throughout history, legal contracts have played an important role in day-to-day business activity. The concept of a voluntary and binding written or expressed agreement between two or more parties to provide a product or service for some type of compensation was as familiar to the citizens of ancient Rome as it is to us today. The difference between contracts long ago and now was perhaps the higher percentage of “handshake” agreements, as well as with 'much' less legal complexity.
The need for configurable software applications in the large enterprises is becoming more and more of a necessity. Instead of customized solutions, which are essentially company specific, buyers are now demanding applications that evolve with ‘digitization’ best practices and are flexible enough to be altered easily as these practices are shared. Better still, many companies are in the midst of transforming processes and operations to improve overall efficiencies and productivity; however, it can require a lot of fine-tuning (and custom coding) to optimize the current environment when dealing with clunky legacy systems. Unfortunately, with a custom built tool or application, you just can’t get that flexibility and are stuck with the ‘as is’ or face costly change orders. Conversely, by providing configurable applications, developers are ensuring that these applications are easy to maintain, alter and scale as industry standards evolve, and company needs are harmonized and optimized. So, what is the process?
With emerging technologies like blockchain ledgers and decentralized markets taking hold, business managers can fully expect the business contracting environment to change dramatically in coming years.
Contracts can be interpreted in vastly different ways. From verbal contracts, called express contracts, to implied and quasi contracts, project managers need to plan for all possibilities.
When setting up a written contract, there are several basic types to keep in mind: