As an attorney, my clients are always asking me to draft contracts. Most contracts should be left to professionals, but very basic contracts can be carried out by drafting your own basic agreement.
Contract drafting requires many in-depth considerations. Not only should your contract outline the terms of the arrangement you wish to capture, but your contract should take into account other events that could prevent or hinder the performance of the parties. For complex contracts involving high stakes, it is always preferable to hire an attorney. However, for relatively minor contracts it may be advisable to use a form or to draft your own agreement depending on your level of expertise. Before you begin, you will need to familiarize yourself with all state laws in your jurisdiction regarding contract drafting and interpretation. The applicable laws vary in every state. Additionally, keep in mind that in order to have a valid contract the parties must exchange something of value. This concept is known as consideration.
Step 1
Determine the specific terms of your contract agreement. These should include what goods or services are being exchanged, the price, the time for delivery, payment details and provisions for termination of the contract.
Step 2
Draft a whereas clause stating the basic intention of the parties and the goods or services to be exchanged. In your whereas clause, indicate the names and addresses of the parties entering the contract. Not all jurisdictions require a whereas clause, but this clause explains the basis for consideration. Be sure to check local rules of construction and interpretation. An example whereas clause might read, “In exchange for the goods and services provided by seller (address) buyer (address) agrees as follows.
Step 3
State how the parties will perform the exchange of goods and services, the applicable time frame for the exchange and how payment is to be handled. Depending on the type of contract you are drafting, you may include other provisions specific to your circumstance. For example, most contracts will also state the duties and rights of the parties in regards to the exchange of goods or services such as what will occur if the buyer finds the goods unsatisfactory upon delivery.
Step 4
State the term of the contract or how long the contract is meant to last. You might also consider adding termination provisions stating when parties may terminate the contract.
Step 5
Draft signature lines at the bottom of your agreement with the name and position of the person who is signing the agreement. Check your jurisdiction’s laws in order to determine if your contract requires notarization.
Tips
Try searching the Internet for a form contract to help you get ideas for items that may be missing from your contract. Consider adding additional provisions to your contract such as warranties and representations meant to accompany performance of the contract. Also, consider adding any necessary boilerplate provisions to your contract. These provisions might include a choice of law clause, a mediation clause, an arbitration clause, a clause regarding attorney’s fees, a choice of venue clause, a severability clause or a confidentiality clause. Although boilerplate provisions appear in most contracts, the ones you will want to use depend on the subject of your contract.
Warnings Certain goods and transactions cannot be the subject of a contract. Be sure to check the statute of frauds and your states rules as to void and voidable contracts.
References
- Findlaw: How to Write a Business Contract
[ http://smallbusiness.findlaw.com/business-contracts-forms/how-to-write-a-business-contract.html ] - Findlaw: Contract Terms Checklist
[ http://smallbusiness.findlaw.com/business-contracts-forms/contract-terms-checklist.html ] - Nolo: Contracts 101: Make a Legally Valid Contract
[ http://www.nolo.com/legal-encyclopedia/contracts-101-make-legally-valid-30247.html ] - West Academic Publishing: Contract Formation and Basic Terms
[ http://www.ruschsales.com/forms/samplechapter.pdf ]
