Earlier this year, we covered some common contract clauses that can be found in agreements that span countless industries. Also known as boilerplate clauses, these provisions touch upon many important aspects of the contractual relationship. Knowing the impact these clauses have on the overall effectiveness and longevity of an agreement can best prepare you to negotiate effectively. Below you will find a breakdown of the five most common contract clauses, as well as some sample clause language:
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Although verbal contracts are just as enforceable as written ones, the benefits of putting your agreement in writing far outweigh the costs. The days of shaking hands and hoping for the best are behind us, and COVID may have helped put an end to this relic of the past. Written contracts are far more common today and have become pivotal in -- facilitating business transactions, creating mortgages, transferring ownership of property, and securing employment.
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Regardless of whether your lease actually mentions the Implied Warranty of Habitability, this right is automatically built into every single lease in New York City. All landlords are required by law to provide tenants with a safe, clean and livable apartment that does not have any conditions that would be dangerous, hazardous or detrimental to your life, health or safety. Furthermore, if you live in an apartment building, this right extends to the common areas as well. Most importantly, this right can never be waived, so if there is a clause in your lease stating such, it is considered null and void.
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Although generally disfavored by New York Courts, non-compete clauses/agreements are still considered enforceable in New York, so long as they meet some basic guidelines. For the most part, any restriction on a person's ability to earn a livelihood will be heavily scrutinized by courts; however, there are equally legitimate interests that employers have a right to protect.
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While no two contracts are alike, most will include boilerplate clauses that can be found in a wide variety of agreements. These common clauses are usually located towards the end of a contract and cover some basic understandings between the parties. Knowing the impact these clauses have on the overall effectiveness and longevity of an agreement can best prepare you to negotiate effectively. Below you will find a breakdown of the five most common contract clauses, as well as some sample clause language:
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The last eight months have changed all of our lives in ways we never could have imagined. More people are working from home, schooling your children over zoom is a nightmare and trying to plan otherwise celebratory events like weddings has become a complete and total mess. For those who planned on getting married this year, they were quickly confronted with the complications that accompany COVID, most especially, the state and local mandated shut downs and now, the indoor occupancy limits.
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Black’s Law Dictionary defines “force majeure clause” as “a contractual provision allocating the risk if performance becomes impossible or impracticable as a result of an event or effect that the parties could not have anticipated or controlled.” Among the countless questions that have been raised during the coronavirus pandemic, one that seems to pop up frequently is whether the coronavirus is grounds for allowing a party to avoid performing their obligations under a contract. The answer really depends on the language in the contract and how New York law interprets these clauses, which unfortunately, is quite narrowly.
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Plain and simple . . . the New York Limited Liability Company Law requires at a minimum, that all LLCs adopt an operating agreement within 90 days of filing their articles of organization. However, despite this requirement, many LLCs operate on a daily basis without an agreement. While the NY LLC law is strict in its requirements, it is not explicit as to whether a business faces any fines or other consequences for failure to adopt an operating agreement. Given the lax enforcement of these provisions, businesses continue to run without fulfilling this simple requirement.
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Bargaining power is often discussed in terms of: who has more leverage? or who has the upper hand? Better said, a party has bargaining power if he/she has the ability to cause a preferred outcome in a transaction. In general, it can be the difference between controlling the entire transaction to terms of your liking and “having no other choice, but to sign the agreement.” There are many factors that can come into play, such as, time, money, influence, authority, etc., that can shift the bargaining power between the parties. Knowing when you have the upper hand is crucial when faced with the challenges that come with negotiating a contract.
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While no two contracts are exactly the same, there are five common clauses that should be found in any well-written contract. No matter the complexity of the contract terms, the five clauses discussed below cover important aspects of the agreement between the parties, including, what happens if the contract is breached, which State law decides how the contract terms are interpreted if the contract is disputed in court, and whether the contract includes any side conversations related to specific terms in the contract.
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Every valid, enforceable contract has three key components: (1) An offer, (2) an acceptance of that offer, and (3) consideration, i.e., a benefit which must be bargained for between the parties. The benefit can be money, a promise to do something or a promise to refrain from doing something. When two parties discuss entering into a contract, most people picture a large stack of paper with all the specifics and details hammered out, the attorneys are in the room and the parties are there to sign that paperwork, which is the physical embodiment of their months of long, drawn out negotiations.
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So, you want to write your own will or you’re in a bind and need a contract, should you use a template that you downloaded off the internet? Maybe, but your safest option is to proceed with caution.
While the internet has made it easier than ever before to have access to free legal templates, it has also created an outlet for increased exposure to legal liability. Besides the ease and affordability of downloading a template, the risks often outweigh the benefits. Choosing to prepare your own will or contract is certainly legal; however, that doesn’t mean you shouldn’t still consider the risks of dismissing professional legal assistance.
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