A worried client called to ask if I could look at a contract for them. They’d entered into the agreement without taking legal advice and were now worried that they weren’t going to be able to deliver the services within the requested timescales. I don’t usually review agreements where there is any possibility of a dispute but on this occasion I agreed to have a quick look. I sat down with the client and went through my usual list of questions:
– What have you agreed to do;
– When will you do it by;
– Who are you providing the services to;
– How and when will you be paid.
Once I had the background I looked at the agreement my client had signed. The services my client had described weren’t included in the agreement, there were no timescales and the charges set out bore no relation to the way the services were being provided. My client explained that a lot of the detail of the agreement entered into had been settled through emails and on the day I was called there had been an acrimonious telephone conversation between my client and the customer and my client was no longer sure the contract was a good idea.
I looked at the termination clause and either party could terminate the agreement at any time by giving one months notice. I advised my client to serve notice as soon as possible and also warned my client that there was no clause stating that when notice was served rights to payment for work done would survive and accrue beyond the termination date.
The supposed contract was a litigator’s dream and could have kept lawyers happily billing their clients and arguing between themselves for months. My client went off to serve notice and to walk away from it comfortable in the knowledge that they hadn’t really lost out by entering into it. The customer who had initially provided the agreement has been left without the service.
I appreciate that some clients can’t afford to have every contract provided to them reviewed by a lawyer but please don’t sign anything unless you’re happy that it properly describes the goods and/or services you either want or will provide, sets out timescales for delivery which both parties are happy can be achieved and sets out an proper pricing schedule and procedure for payment at the very least. If you’re negotiating a contract which is crucial to your business then please consider getting appropriate legal advice.