Long contracts protect no one. These five clauses are the ones actually relied upon when things go wrong.
When a contract reaches court it is not read in full; specific clauses are looked for. These are the most important:
1. Defining the obligation precisely "Supply goods of suitable quality" has no legal meaning. Specify the specification, quantity, date and place of delivery.
2. Consequences of delay A liquidated-damages clause spares you proving loss. Without it you must prove what you actually lost — harder than it sounds.
3. Termination mechanics Who may terminate? On how much notice? What happens to amounts already paid? A contract without clear termination mechanics traps both sides.
4. Dispute resolution Name the competent court or arbitral body explicitly. Vague drafting here creates a second dispute about where the first one is heard.
5. Force majeure After recent years of disruption this is no longer boilerplate. Define what counts and what follows: suspension or termination?
A contract that answers these five questions is stronger than a fifty-page one that does not.
- Contracts
- Drafting
- Corporate