Balancing the length of a contract with the legal protection it provides

Introduction

As lawyers, we are often asked by clients to prepare “one-pager” agreements. For those of you struggling with the context there, this means the entire agreement must fit on one side of an A4 page. Fine print can only take you to a certain point, because eventually it gets so fine that its illegible. That is, of course, undesirable. The whole point of a contractual agreement is that it is a written record of the terms that the parties have agreed to.

It may be convenient or desirable to have a short, truncated agreement, but a word of warning! The shorter an agreement gets, the less protection it is able to afford you. It is far better to present your client or a potential business partner with a longer agreement. That way, the chances are good that it will not come back to bite you in the proverbial down the line.

What does my lawyer remove when I ask for a “one-pager”?

If you want a “one-pager”, the only avenues available to the lawyer drafting your contract are to reword or remove clauses that may provide you with valuable protection down the line. Your lawyer would naturally only reword or remove the clauses that may be unnecessary, or that may be overly verbose, but generally each clause in a contract serves a specific purpose. That purpose might be to oblige a party to do something, or not to do something, or to regulate a certain procedure (in the case of breach, for example). The main point in this regard is that lawyers do not put provisions in contracts just for fun.

Lawyers are often told to “just include the basics.” “The basics” are just the skeleton terms of the agreement that you have with the other contracting party. Anyone can throw something like that together if you have 10 minutes and a laptop. The real meat on the skeleton are the terms that cover you in the event of a breach, or in the event that a party does something that prejudices the other. An in-depth understanding of the law of contract and delict is required to make sure that your contract is worth the paper (or…computer screen?) that it is written on.

What do I do if I receive a “one-pager” from someone I’m working with (or want to work with)?

If you receive a “one-pager” from someone, you may initially be impressed with the perceived simplicity or efficiency of it, but you need to be very careful. There may be terms missing, and how could you tell? Here are a few quick guidelines to help you along:

1. Do all the actual obligations of the parties that were negotiated appear in the contract? If it isn’t in there, and you sign the contract, you’re stuck unless the other party agrees to amend it, which they are unlikely to do.
2. Does the contract say when and how you will get paid or when and how you make payment?
3. Are there provisions that set out the process in relation to what happens if a party breaches the terms?
4. Does the contract mention how and when the agreement becomes effective and when (and how) it terminates?
5. If a service is being provided, does the contract mention who owns the product of that service? Does it say when that ownership passes from one person to the other? A very important point for all you content creators out there.
6. Does the contract stipulate the system of law applicable to it?

If the answer to any of the above questions is no, or you simply aren’t sure, then you need to get in touch with a lawyer to review the “one-pager” and give you feedback on everything. In fact, your best bet is to get the contract reviewed anyway, to make sure that there aren’t any snakes in the grass waiting to bite you.

We at Legalese are very well-placed to assist you with document reviews, and we can help you get to a point where you feel comfortable putting pen to paper or clicking “sign”.

Kyle Freitag – 18 May 2021

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