Читать книгу Canadian Business Contracts Handbook - Nishan Swais - Страница 9

Perhaps the most important reason to learn how to write your own business contracts is to ensure certainty in managing your business affairs. By writing your own contracts, you control the language that sets the terms according to which others will be legally obligated to deal with you and your business. In turn, this will enhance the success of your business by helping you to avoid disputes and ensure your business needs — as you have defined them in the contract — are met.

Consider the following example. Suppose you are a caterer and you are expecting delivery of a cake from a baker. The cake is for a wedding you are catering. The wedding date arrives but you have not received the cake. The bride is beginning to get nervous. You check your contract with the baker. There it is in black and white:

a) Cake to be delivered on June 11, 2012.

You decide that the situation merits a call to the baker: “Where is the cake you were supposed to deliver to me today?” Surprised, the baker responds, “It’s right here waiting for you. You were supposed to come and pick it up.”

“But,” you respond, “you were supposed to deliver it to me.”

“I am delivering it to you,” the baker might say, “ … at the store. Come and get it.”

Or the baker might respond, “I thought you were going to hire someone else to deliver it to you. Look at the contract. Where does it say that I would be delivering the cake?

The fact is, the contract doesn’t say that. Who is responsible for getting the cake to the wedding?

That question is as difficult for us to answer as it is would be for a judge if the dispute ever went to court. This is because, as you will learn, the law enforces agreements and, in this case, there is no agreement. The unfortunate outcome is an unhappy bride, a stain on your business reputation, and the beginning of a sizable ulcer for you — all of which you might have avoided with a good contract.

You can write that contract. Consider the much better position you would have been in had you drafted the contract to say:

b) The baker will deliver the cake to the caterer at the reception hall located at 123 Montgomery Street, Salmon Arm, at 10:00 a.m. on June 11, 2012.

There is not a lot of room for misunderstanding here. Through the use of language, you have now clearly established what the baker will be doing, where, and when. Simply by describing the events of delivery more precisely, you have gone a long way to ensure greater certainty in the conduct of your business affairs. As well, a court will have a solid basis on which to decide any dispute with the baker in your favour. It is in this way that knowing how to write your own business contracts can contribute to the success of your business.