A Contract Drafting Checklist

Attorney and Adjunct professor Glen West gives this checklist to students in his In-House Counsel course. He emphasizes that contract issues must be taught in the context of cases that deal with these issues. Here is a summary checklist:

Limit The Parties Liable on a Contract to the Intended Parties to that Contract

1. Clearly disclosing the limited-liability entity as the actual party to the contract
2. Ensure that the signatory on behalf of a limited-liability party only signs in a representative capacity
3. Ensure that the contract contains no language that suggests that the signing representative has undertaken personal liability in addition to or in lieu of the named limited-liability entity

Actually Read and Understand (and Consider Modifying) the Choice of Law, Choice of Forum, and Notice Provisions of the Contract

1. A mandatory choice of forum clause actually chooses the mandatory forum
2. Notice provisions matter and need to be updated when your company moves
3. Choosing all the law you want to apply to the contract and claims that could arise thereunder or related thereto

Know the Difference Between Conditions and Covenants and Use the Right Words to Convey that Difference

Damage Limitations Clauses: Please don’t use words to which you do not know the meaning—the contract will be construed in accordance with the meaning the courts have previously given those words, whether or not you know what they mean

You can access the article here.

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