Introduction
A contract can be written or oral.1 This article focuses on written contracts, which are legal documents that establish the business terms of a transaction between two or more parties and define the legal rights and obligations of each party.
Written contracts frequently contain legal terms—often referred to as "boilerplate" provisions—that are typically found toward the end of the agreement. While these provisions may appear routine or highly technical, they can become critically important if a legal dispute arises and the contract must be interpreted or enforced by a court.
How a Business Attorney Can Help a Business With Contracts
A business attorney knowledgeable about contract law and legal "boilerplate" provisions can review a contract and advise a business owner regarding the respective rights and obligations of the parties. An attorney can also explain the meaning of technical legal terms and how those provisions may be interpreted and applied if a dispute later arises.
A business attorney can also identify contract terms that should be negotiated or modified. If authorized by the client, the attorney may represent the business during contract negotiations in an effort to obtain terms that are more favorable and better protect the client's legal interests.
Unfortunately, contracts drafted by business owners who are not attorneys are often poorly written and may fail to adequately protect the legal interests of the business. This is understandable because business owners are not trained in the legal principles and drafting techniques necessary to prepare effective contracts.
A contract can be a complicated legal document. A business attorney can prepare the business terms of the agreement so they clearly and accurately reflect the parties' intentions. The attorney can also include the appropriate legal "boilerplate" provisions that are essential to helping mitigate risk and protect the legal interests of the business.
Business Owners Should Read Contracts Before They Are Signed
It is important that business owners always make an informed and educated decision with respect to contracts that can affect the legal rights and obligations of the business before a contract is signed. In other words, a contract should not be signed by a business owner on behalf of the business until the business owner has carefully reviewed and approved its terms.
Unfortunately, business owners who are not attorneys and who are not represented by a business attorney may sign a contract on behalf of their business without reading its terms. Under Ohio law, when a party to a contract signs a contract (i.e., becomes a signatory to the contract), the signatory is presumed to have read and understood the terms of the contract and is bound by the contract that he or she willingly signed.2
If the signatory can read and is not prevented from reading the contract before signing it, the signatory alone is responsible for failing to read the terms of the contract before it is signed.3 Accordingly, the failure by a business owner to read a contract can be legally detrimental under Ohio law if the contract is signed and contains terms that are disadvantageous or harmful to the business.
The Takeaway
A business attorney can review, negotiate, and prepare contracts that help protect the legal interests of a business. An attorney can also explain the terms of a contract in a clear and understandable manner, enabling business owners to better understand their rights, obligations, and potential legal risks.
In addition, a business attorney can help ensure that a contract is carefully reviewed before it is signed, allowing the business owner to make an informed and educated decision regarding whether to enter into the agreement.
By seeking legal guidance before signing a contract, business owners can better protect their company's interests, reduce unnecessary legal risk, and focus on operating and growing their business with greater confidence.
About Richard K. Heiser
Richard K. Heiser is a business attorney serving the Greater Cleveland and Northeast Ohio area through the law firm of Richard K. Heiser Attorney At Law, LLC. His practice is focused on representing business entities, business owners, and entrepreneurs in a wide range of legal matters affecting their businesses.
Richard is committed to helping clients identify legal risks, protect their business interests, and make informed decisions that support the long-term success of their companies.
Disclaimer: The information contained in this article has been written solely for general informational purposes. It should not be interpreted as legal advice to any person or entity. Reading this article does not create an attorney-client relationship between the reader and Richard K. Heiser or Richard K. Heiser Attorney At Law, LLC.