The Court Of Public Opinion

At the foundation of every legal transaction is the document known as a contract. Here is a guide to this document, why it is important and why you should use it.

The Basic Elements of Contracts

For as long as we can remember, things have been accomplished by agreement. At one time, a persons handshake was good enough to cement that agreement. In these more hectic times, that is no longer the case. To bind someone to an agreement, a written contract is needed.

At its core, a contract is simply an agreement between two parties. One party agrees to do something in exchange for the other party doing something. In most instances, this involves one party paying money to the other in exchange for something. A classic example would be a real estate transaction. I agree to pay you $300,000 in exchange for you transferring the home to me. Obviously, there is more a real estate agreement, but this is the basic idea.

The courts have very particular views about the enforcement of contracts. Simply put, they almost always enforce them. If they did not, the entire business world would be rocked to its foundations. If you cannot count on the other party doing something, how can you possible do business? Imagine if you made widgets and a large retailer ordered a huge amount after signing a contract to pay you an equally large amount. What if the retailer than decided not to go forward and didnt pay? You would be stuck with a huge inventory, no revenues and probably go out of business. With a contract, you can go to court and force the retailer to honor the terms of the contract, to wit, pay you and take the product. This is the beauty of a contract.

For contracts to be enforced, they need to be in writing. If you reach an oral agreement with another party, it means little. The reason this is the case is it is very difficult to tell which party is telling the truth about whether there was an agreement and, if so, what the terms were. The courts feel so strongly about this that there is a body of law known as the Statute of Frauds. Although it differs from state to state, the basic premise is any agreement exceeding $500 must be in writing to be enforced. Obviously, there are exceptions to this rule, but they are few.

A contract is a critical weapon in the arsenal of any business. Oral agreements mean nothing these days, so make sure it is in writing to protect yourself.

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Contracts are the foundation of all business transactions, the agreements that bind people to their word. So, what constitutes a violation of a contract?

When is a Contract Violated?

A contract is simply an agreement between two or more parties to do something. A simple example might be a situation where I agree to sell you a car. In such an agreement, I am binding myself to deliver the vehicle to you. In turn, you are agreeing to deliver money or some other agreed thing to me in exchange for my act. Ah, but what if things dont work out?

A violated contract occurs where one or more parties do not live up to the terms of a contract. Using our example above, I would be in violation of the contract if I did not actually sign over title to the car or give you the keys. You, in turn, would be in violation of contract if you did not give me the money or wrote a bad check. Either of these failures would be enforceable in a court of law.

Importantly, not all violation of contract situations carry the same wait. To give grounds to a lawsuit, the violation must be material. What does this mean? Well, it depends on the law of your state. In general, a material violation is a significant failure to meet the contractual terms. For instance, if I forget to sign something on the title transfer for the car in our example above, but then do so when you raise the issue, I am not in material violation of the contract. You were not really harmed in any significant way.

As you might imagine, businesses spend a lot of time in court arguing about these situations. What is material and what is not is often determined by the situation. Assume I order 1,000 toys from you for delivery on November 25, the day after Thanksgiving. Something comes up and you cannot deliver them till the following Monday. Is this small delay a violation of the terms of contract? On one hand, it is only a few days. On the other, those days occur right in the middle of the biggest shopping period for toys each year. There is no absolute answer to the question, but a court is probably going to be receptive to my claim against you.

What is a violation of the terms of a contract? Typically, it is something more than just a minor failure or delay in meeting a contractual obligation.

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