Before I began practicing almost exclusively as an injury lawyer, I litigated business and contract cases throughout Georgia and represented Cobb County’s Department of Transportation in eminent domain cases. Many of my former Georgia clients call me with contract law problems years after their Atlanta injury cases are over and so I thought I would put down some contract law basics here as a resource.
Contracts are the fundamental basis of civilized society. It does not matter if two people make an agreement and shake hands in front of a peanut field or 50 people sign a 700 page contract in an overpriced law firm high above the streets of Atlanta; they are both contracts. Contracts can be oral in many circumstances but I tell all of my clients, if it’s not in writing, good luck proving it except through course of dealing. Here are some basic rules to follow:
Rule #1: if it’s worth more than $25.00, put it in writing. It does not matter if it is email or handwritten, just have a memorandum of the understanding between the two parties.
Rule #2: Make sure the essentials are in writing; the price, the dates, the deal, the timing. Georgia courts do not like destroying contracts on the basis of uncertainty, but if the contract is so indefinite so as to make it impossible to know what was agreed to, the contract will fail. Fay v. Custom One Homes, 276 Ga. App. 188, 190 (2005) The test is whether the contract expressed in language sufficiently plain and explicit to convey what the parties agreed upon. Keuffer Crane v. Passarella 247 Ga. App. 327, 330 (2000)
Rule #3: Be careful because you can modify contracts through your course of dealing with the other party.
Rule #4: Be careful of merger clauses. If it ain’t written in the contract and was in some other writing or verbal, in most cases it is not a part of the deal.
Good luck out there and if you need a good Atlanta business attorney, let me know as I keep good company.