Generic Contract Issues
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The document discusses the legal framework surrounding professional service firms, focusing on tort and contract law, negligence, and liability. It outlines essential contractual requirements, including the identification of parties, scope of services, compensation terms, performance timelines, and dispute resolution measures. Additionally, it emphasizes the importance of standard contracts and the need for careful modifications to meet specific project requirements.
Generic Contract Issues
- 1. The Legal Status of Professional Service Firms
- 2. Tort and Contract Law Basic protection of negligence standard Legal framework of protection Based on standard of care Freedom to assume contractual obligations Changing or creating rights Exceeding normal legal liability
- 3. Negligence and Liability Was there a breach of a duty? What duty existed? Was the standard of care met? If there was a breach of a duty, did it cause damage? Can the damage be traced to the breach? Could such damage have been expected?
- 4. Breach of Contract Did a valid contract exist? Could the parties enter into a contract? Was there an agreement? Was there consideration? If a contract existed, was it breached? Was there a material failure to perform? If not performed in substantial compliance, what is an adequate remedy?
- 5. Breach of Warranty Was a promise made about time, cost, result? Was there a right to rely on it? Did the party actually rely on it? Did the promise prove to be false? What harm did reliance cause? What remedy is adequate?
- 6. Consumer protection laws Fraud Misrepresentation Concealment of material fact Product liability Other Causes of Action
- 8. Include Minimal Requirements in All Contracts Any basic contract should include: Identification of client and contract authority Specification of a negotiated scope of services Determination of the amount of compensation and payment procedures Statement of the time for performance and method to modify time constraints Inclusion of a dispute resolution mechanism
- 9. Recognize the Standard Contracts as Valuable Tools Standard Contracts are: Equitable but protective of profession Clear and concise Usable with only project-specific changes Educational in any negotiation of owner-generated contracts or modifications Other contracts can be used if crafted for projects and profession
- 10. Use the Standard Contracts All professionals should have a basic understanding of the background for the standard terms and conditions Provisions can be modified to meet the needs of clients but should be modified carefully Contracts must be internally consistent Modifications can extend contractual obligations beyond normal legal liability Insurance might not cover assumed risks