Contract Drafting

Legal Reading © Stephen M. Maple 2022

You may want to draft your own contracts, then have your attorney review the drafts. Here is a suggested format for a simple contract to sell goods.

1. Parties. The parties to the contract must be identified, such as "ABC, Inc,, Seller" and "XYZ, LLC, Buyer".
2. Recitals. The parties indicate their intent to contract and the general purpose of the contract. For example, "The Seller intends to sell 100 screwthreads to the Buyer, which the Buyer intends to buy."
3. Consideration. The section states the subject matter of the contract, what the parties are exchanging. For example, "The Seller shall deliver a total of 1200 screwthreads to the Buyer for the sum of $1200."
4. Conditions. Either party may state conditions for contract performance. For example, "Buyer shall provide Seller a personal guarantee by Buyer's owner before Seller must perform."
5. Performance. The section provides the details of performance, such as delivery time and location, and payment. For example, "Seller will deliver the 100 screwthreads in a single lot on April 1, 2022, at Buyer's place of business, and for each subsequent first of each month, with the last delivery on March 1, 2023; Buyer will pay Seller after timely inspection of the screwthreads no later that ten days after each delivery."
6. Term. The contract may specify a contract period. For example, "This contract shall continue from the date of signing by the parties until the last delivery."
7. Assignment and Delegation. If the parties do not want either party to assign the party's rights or delegate the party's duties, then this should be stated. For example, "Neither party can assign rights or delegate duties without written permission of the other party."
8. Remedies for Contract Breach. The parties should state what constitutes a breach of the contract, such as non-payment or non-delivery, and may want to specify the money damages amount for the breach, and include payment of attorney fees for the non-breaching party.
9. Contract Integration. If the written contract contains all of the terms of the agreement, then it should be so stated. For example, "This contract contains all of the terms of the contract between the parties; there are no contract terms outside this written agreement."
10. Severability. If one section of the contract is declared by a court to be unenforceable, the rest of the contract shall remain and be enforceable.
11. Signature of the Parties and Date.