Contracts
Basics
Most
businesspersons
enter
into
contracts
more
frequently
than
they
may
realize.
In
almost
all
business
dealings,
any
time
you
or
your
company
agree
to
take
some
action
or
make
a
payment
in
exchange
for
anything
of
value,
a
legal
contract
has
been
created.
For
example,
most
bills
of
sale,
purchase
orders,
employment
agreements,
and
other
common
business
transactions
are
legally
enforceable
contracts.
Following
is a
discussion
to
help
you
understand
the
basics
of
contracts.
What
is a
contract?
A
contract
is a
legally
enforceable
agreement
between
two
or
more
parties
that
creates
an
obligation
to
do
or
not
do
particular
things.
The
term
"party"
can
mean
an
individual
person,
company,
or
corporation.
No
matter
who
the
parties
are,
contracts
almost
always
contain
the
following
essential
elements:
- Parties who are competent to enter into a contract. For example, a mentally disabled person could not enter into a contract. Minors can enter into contracts, but can void them in most cases before they reach majority age.
- Mutual agreement by all the parties; i.e., all parties have a meeting of the minds on a specific subject. Each party either promises to perform an act that the party is not legally required to perform, or promises to abstain from performing an act that it is legally entitled to perform.
Why
should
I
use
a
written
contract?
To
be
enforceable,
some
agreements
must
be
in
writing.
The
situations
in
which
an
agreement
must
be
in
writing
can
differ
from
state
to
state,
but
usually
include
transfers
of
real
estate,
sales
of
goods
valued
at
over
$500,
and
contracts
that
require
more
than
a
year
to
perform.
Your
written
agreement
becomes
your
proof
of
what
was
agreed
upon,
and
prevents
someone
from
forgetting
or
changing
the
story
later.
Writing
the
contract
down
also
makes
the
parties
focus
on
the
essential
points,
and
come
to a
definite
agreement.
Can and should I write my own business contracts?
Yes, you can write your own business contracts. If there is much at stake or if the matter is complex, you may want to use a lawyer. Your best money may be spent up front in preventing any potential legal problems, rather than battling it out in a lawsuit later on. If the amount at stake in your business contract is moderate or the terms simple, you may use a legal form that both sides understand.
What laws govern contracts?
Contracts are usually governed and enforced by the laws of the state where the agreement was made. Depending upon the subject matter of the agreement (i.e. sale of goods, property lease), a contract may be governed by one of two types of state law. The majority of contracts (i.e. employment agreements, leases, general business agreements) are controlled by the state's common law -- a tradition-based but constantly evolving set of laws that is mostly judge-made, from court decisions over the years. The common law does not control contracts that are primarily for the sale of goods, however. Such contracts are instead governed by the Uniform Commercial Code (UCC), a standardized collection of guidelines governing the law of commerce. Most states have adopted the UCC in whole or in part, making the UCC's provisions part of the state's codified laws pertaining to the sale of goods.
What is "breaching" a contract?
In the business world, disputes can arise over contracts, and one party (or both) may accuse the other of breaking his or her obligations under the agreement. In legal terms, a party's failure to fulfill an end of the bargain under a contract is known as "breaching" the contract. When a breach of contract happens (or at least when a breach is alleged) one or both of the parties may wish to have the contract "enforced" on its terms, or may try to recover for any financial harm caused by the alleged breach.
How are contracts enforced?
The most common method used to resolve business contract disputes and enforce contracts (if informal resolution methods fail) is through lawsuits and the court system. If the amount at issue is below a certain dollar figure (usually $3,000 to $7,500 depending on the state), the parties may be able to use "small claims" court to resolve the issue.
Courts and formal lawsuits are not the only option for people and businesses involved in contract disputes. The parties can agree to have a mediator review a contract dispute. The parties are not bound by a mediator's decision, but may be convinced to avoid a costly court battle by how the mediator rules The parties can also agree to binding arbitration of a contract dispute. In arbitration, a neutral party listens to the arguments from both sides and issues a decision that is binding on the parties. This is cheaper and less time-consuming than a court battle.
When attempting to enforce a contract, an individual or business should always consider the effect any dispute will have on any long-term business relationship between the parties involved.
Source:
Some
material
from
business.gov
Contract
Law Basics