ATTORNEYS’ FEES PROVISIONS can be useful leverage. There are disputes that can be resolved in a small claims court with minimal cost to the parties, and cases for substantial sums that are worth the cost of fighting. When the value falls somewhere in between, the best decision might be simply stonewalling and forcing the other side to spend more money than the dispute is worth in litigation. If the winning party gets its attorney’s fees, that strategy looks a lot less appealing.
erwise, it can be assigned to a third party. This comes up most frequently when a distributor sells a contract to another distributor. If you want to make sure the contracted party and no one else performs under the contract, the agreement needs to say so.
RIGHTS OF ASSIGNMENT. You’d think that when you enter into a contract with a party, the contract can only be between the two of you. However, if not specified oth-
INTEGRATION CLAUSES limit the scope of the agreement to the signed document. This is crucial for negotiated agreements. It
SEVERABILITY/REFORMATION aka A SAVINGS CLAUSE. If a portion of the contract is unenforceable (typically because it violates law or public policy) the parties agree the improper portion can be removed without blowing up the entire agreement.
prevents a party from saying: “I know the contract says I receive X, but we had an understanding that I actually get X and Y.” This works both ways, any “understanding” (written or otherwise) not in the agreement will be hard to enforce.
The above is a great starting point, but just like a proper spring cleaning, thoroughness and vigilance yield the best result. DISCLAIMER: This article is intended to be a source of general information, not an opinion or legal advice on any specific situation, and does not create an attorney-client relationship with our readers.
Marc Rasich is a partner in Stoel Rives’ (stoel.com) Salt Lake office. Marc is a business attorney and litigator who draws on his personal experience as a business owner to counsel clients on legal strategies appropriate to their needs and objectives. Marc partners with his clients to assess and mitigate their legal risks across a wide variety of areas, including corporate governance, licensing, joint venture and strategic partnership agreements, intellectual property protection, and employment issues. You can reach him at firstname.lastname@example.org or 801-578-6901. Corey Day is an alcoholic beverage attorney and litigator in Stoel Rives’ Sacramento office. Corey likes chatting about potent potables, complicated cocktails, and a little alliteration, so email him: email@example.com, call him: 916-319-4670, or follow him on twitter: @coreyday.
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