By Lane V. Erickson, Idaho Business Attorney
In today’s article which is part 5 of a series of Articles answering the question of whether you have a valid and enforceable contract, we’ll discuss some of the final things that should be considered when it comes to contracts. As an Idaho business owner, you are dealing regularly with contracts. Because of this, it’s important for you to understand when and under what circumstances a valid contract exists.
We certainly do not expect you to understand contract law the way that we as business lawyers do. Because of this, we offer a free 30-minute consultation to meet with our clients and to discuss their contract needs. Additionally, we often work with our business clients to review contracts and to help them prepare their own contracts for their business to be successful.
Our team of Idaho business lawyers has the skill and experience necessary to help you with all your business needs, including creating, reviewing, revising, and finalizing business contracts. We have helped numerous clients with their business needs including contracts, and we are confident that we can help you too.
How Certain do the Terms Need to Be?The first thing that we will discuss in today’s article is how certain the terms need to be in your contract. As the famous saying goes the devil is in the details. How certain the terms in your contract need to be really depends on the type of contract it is. If the contract is for the manufacture and delivery of items, then the term should be specific about what those goods are, and where and when they need to be delivered.
On the other hand, if the contract is simply for a service, then the terms and conditions of the service that’s being provided should be spelled out so that each party understands and knows what services will actually be provided. The specific terms that should be included would be how much the services cost, when the services will be provided, when the services will end. What happens to the services if payment is not made on time, and the exact payment terms involved in receiving those services. These are just some basic terms and conditions that should be specific enough and certain enough so there is no confusion about how they need to be performed.
As a general practice we usually advise and counsel each of our clients to be very specific and in writing with every term in the contract that is important to them. We do this so that there are no misunderstandings about what it is they are agreeing to do and or pay as part of the contract. We never encourage clients to operate under oral contracts. Doing so often leads to confusion, or disagreement with the other party about what the actual terms of the agreement were.
What Law Will Control the Contract?Another question that often arises is what law will control the contract? This is a simple question to answer in most circumstances. If you are doing business only in Idaho, then Idaho law will control. However, if you do business in multiple states with multiple clients, then you will want to have a specific term in your written contract stating which state’s law will apply to your contract.
If you are a business located in Idaho, and that’s where the products or services you are providing to your clients are coming from, then you have the ability to negotiate to have Idaho law apply to your contract. On the other hand, if you are purchasing products or services from a business outside of the state of Idaho, it’s possible that the contract they present to you will include some other state’s law as the applicable law. In this circumstance it is up to you whether you negotiate to change that or whether you are willing to abide by the laws of the other state.
In the end, the parties to a written contract can determine what law will apply to their contract. If both parties sign that contract and agree to that law to be applicable, then it will be in most circumstances.
Can We Agree to Arbitration Rather Than Litigation?In addition to agreeing to the law that will apply, the parties to a contract can also agree that no litigation can result from the contract. In other words, rather than resolving a dispute through litigation, the parties can agree that the arbitration process will be followed instead.
Many parties like arbitration because they find that it is less expensive, and that it happens more quickly than litigation. Additionally, arbitration can include a panel of individuals who are arbitrators rather than simply one judge. Further, the parties can agree on who the arbitrators are in case an arbitration is actually necessary to carry out the contract. Further, the parties can also specifically agree as to the location of the arbitration.
Recently, many businesses include arbitration clauses as part of their basic contracts. Again, they do this because they found that resolving a contract dispute through arbitration is much faster and much less expensive than it is doing it through regular litigation.
So, there you have it, the 5th and final article of whether you have a written and valid contract in Idaho. Please keep in mind that these articles can only provide a summary and not all the information you might need to help you with your own Idaho contracts. If you do have questions, we encourage you to contact us for a free 30-minute consultation. During this consultation we will answer your questions and help you with your specific business needs. We have assisted numerous clients in the operation of their business and in the negotiation and creation of business contracts. Because of this, we are confident that we can help you too!
Enlist an Idaho Business Attorney to Help YouOur team of Idaho business lawyers can help you with any of your business structure or operation needs. Whether you are seeking to create a new business or review a current business, we are available to discuss your options and answer your questions at an initial free 30-minute consultation. Call us toll free at 877-232-6101 or 208-232-6101 for a free consultation. You can also email us directly at lane@racineolson.com or stop by our office at 201 East Center Street, Pocatello, Idaho 83201. We will answer your questions and help you solve your Idaho business problems.