Practical Legal Tips

Your Contract is Your Bond

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I have fielded several phones calls lately with the same lament: "The contract I signed is not what the supplier promised." I am sure you have heard the phrase "My word is my bond", today that really means "Your contract is your bond".

Most contact boilerplate contains a clause that says the contract supersedes any prior discussions that took place prior to executing the contract. This means that you need to make sure the contract accurately reflects the parties' intent. If a problem arises later, in most instances, the contract language controls and prior discussions are meaningless.

Don't assume the contract merely memorializes your agreement, more often than not, you will find there are important details that need clarifying. For example, you may have understood the purchase price was being paid in installments pursuant to a promissory note. If the final contract simply says you pay the cash price you will be paying the cash price despite the parties prior oral understanding that contemplated a promissory note.

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