Highly ethical companies and entrepreneurs know the great challenges that COVID-19 keeps posing to their efforts to honor all aspects of their business contracts. Fortunately, many are now asking their lawyers to review the key terms of all their business contracts so they can readily recognize all their rights and obligations. This process can also help businesses decide if new types of terms and definitions should be included in all their future contracts.
Here is a closer look at how having our firm review of all your current contracts, purchase orders, insurance policies, and other documents can readily benefit your bottom line.
What current liabilities or risks are complicating your business activities?
We are prepared to handle each of the following contract review tasks on your behalf.
- We can carefully study all key provisions that clearly state your contractual duties. We will look for (and help you better understand) all contracts containing special warranties, termination rights, force majeure clauses, and other crucial terms. It is far too easy to accidentally run afoul of such terms when local government regulations may be dictating whether your business can even remain open.
- Our firm can search for important notice requirements. Since many businesses are now unable to obtain all the materials they need to create and provide certain products to customers, triggering events may be occurring that must be communicated to other contractual partners. Notice requirements are often buried in contracts forced to address many unusual situations. The changing nature of the Covid-19 pandemic makes it crucial for every business to understand all notice and other special provisions that can help you mitigate future problems or damages.
- If our review reveals that your company has breached any contract terms, we can help you analyze (and hopefully minimize) the possible consequences. We may advise you to contact the other contractual parties to see if they will allow you additional time to perform – so you will no longer be in breach of the contract’s terms. Failing to catch such problems in a timely manner can easily lead to costly litigation.
- We can help you manage difficult communications with key contractual parties for an extended time. This level of oversight can help us clearly indicate your ongoing plans to honor all your obligations — or to offer flexibility to others. We know how to do this without sacrificing any of your legal rights, should you later need to file a lawsuit.
- Our attorneys can search for any provisions that limit liability or provide for liquidated damages. These types of clauses can help you decide if it would be wiser to simply pay a stated sum — or file a lawsuit and present convincing evidence as to why you could not fulfill all your obligations under one or more contracts.
- Our firm can keep you updated on new health and safety orders (or regulations) and how they may influence or change your contractual obligations.
Our firm can review if your insurance policy claims are being properly handled
Unfortunately, insurance coverage for business interruptions does not always offer adequate protection against many contractual difficulties like those caused by COVID-19. For example, just because certain factories and warehouses closed due to the pandemic, preventing you from delivering ordered goods to your customers, that does not mean your insurance will always help cover your losses.
After all, some of these policies require you to prove there was direct physical loss or damage to the property insured. Obviously, when workers must stay home to avoid catching COVID-19, that is unlikely to cause damage to the goods you had ordered. Our firm can directly interact with the insurance companies on your behalf to see if specific contractual terms may still offer you some financial protection against your losses — and failure to fully perform all assigned duties.
We can inform you about various contractual defenses that may help protect you
As we noted in another recent article, the presence of a force majeure contractual clause can protect you against nonperformance of certain duties. We can also explain to you how the defenses of frustration of purpose and impossibility (or impracticability) of performance may help to protect you against a failure to perform due to COVID-19 issues.
New knowledge based on COVID-19 realities can help us draft better future contracts
When you speak with one of our attorneys, we can learn more about how your current contracts have either helped or hindered your ability to function and make profits. Prior to meeting with us, you may want to decide if your current COVID-19 problems should motivate you to locate new suppliers or customers closer to your main office locations.
Likewise, you may want to rethink how you staff your offices. For example, many companies are no longer planning to move all their employees back into office buildings. These types of changes will obviously impact the terms of many new contracts we might draft on your behalf.
We can also look more closely at simpler documents you have been using (such as purchase order forms) to see if they need to be redrafted – so that new terms can better protect your contractual interests in the future.
Please feel free to contact any of our Murray Lobb attorneys with your current COVID-19 or other business law questions so we can help you better protect all your commercial and contractual rights. We also remain available to draft any new contracts or others documents that you may currently require.