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Contract Review and Preparation

Akron Contract Review Attorneys Serving Clients in Northeast Ohio

Whether you are a work-at-home freelancer or a Fortune 500 corporation, your business runs on contracts. Even experienced owners are sometimes surprised to learn that agreements they have relied on for years are legally unenforceable. Other owners are surprised to learn about effective defenses to agreements they believed to be ironclad.

The aggressive attorneys at Niekamp, Weisensell, Mutersbaugh & Mastrantonio stand up for your legal and financial rights in these cases. We diligently review the agreements that your business relies on, to make sure your rights are protected. We also make sure you are aware of any loopholes and explain any unfamiliar language in easy-to-understand terms. If push comes to shove, we represent clients both in court and in alternative dispute resolution formats, such as arbitration hearings.

Contract Formation Issues in Akron

Even if an agreement is in writing and signed, it may not be an enforceable contract. In fact, this requirement is one of the least important ones. To be enforceable in court, a contract must contain:

  • Offer and Acceptance: The contract must clearly state what each party will do to fulfill their contractual obligations. Any vague language, or any conditional language, probably invalidates the contract.
  • Consideration: Each party must give up something of value. That could be the money that a buyer pays a seller or the merchandise that a seller gives a buyer. Empty recitations about “good and valuable consideration” usually do not hold up in court.
  • Mutuality: This element is basically a “meeting of the minds.” Each party must agree on the same thing at the same time. For this reason, strings of emails and text messages are usually not contracts, no matter what these messages say.
  • Capacity: Many times, an agent negotiates for either the buyer or seller. Even if that agent lacked the authority to enter into a contract, the agreement may still be binding. Other incapacity examples include minors or disabled persons.

Typically, Ohio courts apply the four-corners rule in contract formation and interpretation matters. External evidence about the agreement, whether it is in writing or not, is generally inadmissible. This evidence does not come from inside the “four corners” of the written contract.

Movie mogul Samuel Goldwyn once supposedly said that “An oral contract isn’t worth the paper it’s written on.” His non-legal opinion notwithstanding, oral contracts are enforceable in many cases. However, they are sometimes more difficult to establish in court. Moreover, certain contracts, like real estate agreements, are subject to the Statute of Frauds. So, these pacts must be in writing.

Defenses to Breach of Contract Actions in Summit County

A successful defense usually begins when the contract is signed. We encourage parties to add choice-of-law and other favorable provisions into their contracts. Once court proceedings start, there are basically five defenses in contract claims:

  • Mistake: A mutual mistake may invalidate the contract since there was no mutuality. A unilateral mistake may invalidate the contract as well, in some cases.
  • Unconscionable: This issue sometimes comes up if the parties have grossly unequal bargaining powers. Note that there is a difference between “uneven” and “unconscionable.”
  • Undue Influence: Mere pressure to sign usually does not constitute undue influence, but eventually, such pressure does cross the line and become illegal.
  • Impossibility: If a house burns up before the real estate closing, it is impossible to perform the contract. Obviously, neither the seller nor the buyer can set the fire.
  • Fraud or Misrepresentation: Fraud is usually intentional concealment of a material fact, and misrepresentation is usually unintentional. Either typically invalidates the contract.

Aggrieved parties usually have a duty to mitigate (reduce) their damages. For example, if an apartment tenant breaks the lease, the landlord has a duty to try and rent the apartment to another tenant.

Contact Assertive Lawyers

Depending on a number of factors, contracts may or may not be enforceable. For a free consultation with an experienced business litigation attorney in Akron, contact Niekamp, Weisensell, Mutersbaugh & Mastrantonio, LLP. Convenient payment plans are available.

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