Say what you mean, and mean what you say

It may sound obvious, but when it comes to drafting contracts, sometimes it goes wrong because people think things are obvious when they are not. Better to spell it out and be certain, than keep it brief and lose out.

For example, what does the word “exclusive” mean to you. Well you’d assume that it means you would be the only one. However, in a recent very tasty case involving cupcakes, although the distributor was said to have an exclusive right, the engaging party reserved some rights to themselves. So exclusive didn’t mean completely exclusive, but only partly exclusive. So really, the distributor was the “sole” company engaged to distribute, in addition to the engaging party. Probably not what they thought, because they misunderstood the use of the word “exclusive” and litigation followed.

Products can be another place where wording can let the parties down. In the fast developing world, the products that are covered by a contract entered into last year, may not cover the products that are being produced today, unless, of course, the contract specifically states that it covers future generations of products, and possibly even products and types of products that haven’t been thought of yet.

What about jurisdiction – that should be easy shouldn’t it? Well what if you were a distributor with your area being Europe. What happens if the UK leave Europe – bit of a bummer if it means you have to move to another country. Or what if your area is the UK, and Scotland votes for independence?

The bottom line – be clear and specific, and be future proof. Things change. Make sure your contract doesn’t need to change too because you can’t be certain that the other party will agree, and you may be stuck.

Kleyman & Co Solicitors. The full service law firm. Clearly.