The deal is closed and now they want me to sign a contract? Why can’t we just do this on a handshake? You have kids to pick up, meetings to make and bankers waiting to hear from you.
You figure you’ll just sign and if there’s a problem you’ll get out of it by saying you didn’t read all that fine print. That’ll work, right? No, it won’t. In my experience, I’ve never encountered a court that’ll accept such a lame excuse. This makes it important to have a plan for spotting a contract’s troubled waters. That plan should begin with having an admiralty attorney on your speed dial. I am with lots of folks and I’m much happier piloting them around ugly shoals than salvaging their problem. The other part of the plan might entail looking for these five warning flags:
- Does the contract contain a choice of law provision? If so, take care to speak to your admiralty attorney to make certain the intended legal regime is acceptable.
- Does the contract contain an indemnity provision? If so, speak to your maritime counselor to understand the extent/nature of your obligations.
- Does the contract waive subrogation? If so, call your maritime lawyer to understand whether this provision might impact your insurance coverage.
- Does the contract contain an arbitration term? If so, ask your admiralty attorney for his or her comments regarding the pros and cons of arbitration.
- Does the contract contain a termination clause? Make sure that it is adequate and/or if termination language needs to be included.
The aforementioned are just five of many key issues that can prove important and/or problematic in a contract. I believe that if the deal is good, no one should mind if you take the “fine print” home to give it a read.
Underway and making way.