Anyone who has ever perfunctorily clicked “Accept” when updating a tech company’s Terms and Conditions has at least some understanding of how dense and complicated a legal contract can be. That’s why contracts are so often the source of disagreement, especially over elements such as offer and acceptance, the definition of a technical term, an error, coercion, fraud, and, most commonly, breach of contract, in which one party fails to fulfill its promises. Because of the complexity of the required legal language, some contracts can be breached because they don’t state the terms exactly enough, or the parties don’t fully understand their intent; others because one party chooses to willfully ignore the clear terms. The latter happens more often than one might expect. Some entities directly defy the terms they contractually agreed to honor, hoping the wronged parties would rather suffer a loss than initiate litigation. Unfortunately, without the support of a strong legal team, this tactic sometimes works.
Some of the most common contract disputes include the following:
Sale of Goods Disputes – Many things can go wrong in the understanding, composition and fulfillment of a contract between a merchant and supplier, so it’s no wonder they so often demand legal action. Frequently unclear and open-ended, such contracts often fail to outline any specific guarantees at all, even those one might naturally presume exist. “Because they are often ambiguous or misleading, these agreements – if they can be called that – frequently end up in litigation,” says Litigation attorney Loren M. Vasquez. “Particularly when dealing with a merchandise importer, wholesaler, or liquidator, you need a strong contract that outlines your expectations regarding quality, performance, and delivery so that damages can be identified, should litigation become necessary.”
General Material Breaches – A general material breach occurs when one party fails to follow the rules outlined in a contract. Sometimes the breach is owed to a dispute over the contract’s terms and definitions, and sometimes to a flat-out deliberate violation. Whether the other party has defied the terms, or accused you of breaching them, a general material breach can be quite serious and result in significant damages.
Company Contract Disputes – Any time your company and another enter into an agreement, one of you may fail to fulfill an expectation defined in the contract. If their lapse cost your company any measurable losses, it may constitute a breach.
Commercial Lease Disputes – Relationships between lessors and lessees can become problematic. Disputes of this nature are often the result of misunderstood, specious or incomplete language within a contract. A building owner and renter may disagree about what money is owed and to whom, when payment is due, and when eviction is permitted. Additionally, breaches of specific terms in the written lease agreement may occur.
Non-compete Agreement Disputes – “Non-compete agreements are usually entered into amicably enough,” says Litigation attorney Phillip S. Smith. “We could say this is a honeymoon phase, when a new employee is happy to agree not to work for an employer’s competing businesses or industry for x-number of years, should they ever part ways.” Of course, time can invite a change in goals, plans, and expectations. And, while these agreements may start off with cooperation and optimism, they can lead to a dispute as combative as the most bitter divorce.
Non-disclosure Agreement Disputes – Sensitive, secret, or otherwise highly-protected information may demand the signing of an NDA. “An NDA may seem straightforward, but proving the signee knowingly and willingly breached its terms can be exceptionally challenging,” says Litigation attorney Daniel. J. Kersey. “Having an experienced attorney draft your contracts and NDA agreements is one of the best ways to ensure legal protection.”
Dealing With Contract Disputes
Whatever the reason for a contract dispute, litigation can become necessary to ensure absolute adherence to its terms, establish related current and future losses, and promote just compensation.
“The best way to manage contract disputes is to avoid them altogether with a properly-written contract,” says Mr. Smith. Contract drafting is a subspeciality practice area requiring an experienced attorney who understands the necessary elements and language involved in composing an enforceable and invulnerable instrument. However, nothing can completely ensure that you or your company won’t become party to a contract dispute. Should that happen, the McLin Burnsed Litigation team has the legal knowhow and courtroom experience to promote your interests and help secure the best chance of success.