A key to business success is the ability to distinguish a cost from an investment. In business, we’re correctly taught to reduce costs. But how do you define costs? If you look at legal fees as a cost, you’ll seek to avoid them. One seemingly smart way of reducing legal fees is using legal forms found online. However, is this a smart idea?
Words and punctuation mean things under the law. A well-drafted business contract, therefore, is tailored to your unique situation and jurisdiction. For example, it likely has parol evidence, severability, and forum clauses inserted to protect you. Just wondering: Do you even know what parol evidence is? If not, then how will you know if a parol evidence clause is missing?
I chose three random contract concepts, but could easily rattle-off a dozen more. Any transacational lawyer could. We distinguish between applying the Uniform Commercial Code versus the Common Law; know why a contract should use Oxford commas; and explain the Latin maxim Contra Proferentem to clients on a daily basis. It’s our business. We’re experts at contract review and drafting, just like you’re likely an expert in your occupation.
Drafting and interpreting contracts is a skill developed over thousands of hours of study and practice. If you hire a transacational lawyer to review a downloaded form, we will invariably find a lot of problems with that form. Some of the boilerplate language may suffice, but we’ll find problems a non-lawyer won’t recognize. Those problems can be very costly if the form is signed and becomes a binding contract.
Whoever wrote a legal form found online — if it was even written by a licensed attorney — is not protecting you, or your business. And, you’re not protecting yourself if you incorrectly view contract drafting as a cost, rather than an investment.