The Problem: The Case of the Tilted Contract
You have sent the rough draft of a contract to your outside counsel to prepare a formal document. When the draft of the contract comes back, you notice that the terms of the contract are exactly as you had indicated but the attorney has added many other clauses which cause you some concern. One group of clauses you know is very one-sided (they benefit you but not the other parties to the contract). When you ask about them, your attorney says that even though they are one sided, they are to protect you from litigation. Another group of clauses seems very harsh. When you ask about them, your attorney says that even though they may be unenforceable, the clauses will deter the other party from suing you because of the expense.
Please complete each section of this worksheet. Some people find that writing the answers out on another page and then "cutting and pasting" them into the worksheet lets you think through the problem better.
If you only have time to do part of this worksheet, click the "save work" button at the bottom of this page. At any later time, you can then return to this worksheet and continue.
Be Reasonable: Explore the Options
1) Motive : Choose three options to analyze. You will analyze multiple options to help ensure that you choose a reasonable option to implement.
After brainstorming with the leadership team, you have identified four options:
- Send the contract as drafted forward to the potential customer.
- Ask your attorney to take out the unenforceable clauses and send the contract forward.
- Ask your attorney to take out the unenforceable and harsh clauses and send the contract forward.
- Ask your attorney to take out the clauses you would not want included if the contract came to you and send the contract forward.
In this step, identify your reason for acting -- your motive. Explain your reason for implementing these options.