A Framework for Viewing Contracts: 6 Issues Present in All Contracts

Contracts come in all shapes and sizes, from small 1 page agreements between individuals to hundred page, multi-billion dollar deals between major corporations with a team of lawyers, bankers and advisors working for each side. Regardless of the size, however, only three elements are required in order to have a binding contract: an offer, acceptance of the offer and consideration. Put another way, a contract is an agreement where there is a promise to do something in return for a “valuable benefit.” Once the fundamentals of a contract are established, however, parties are free to negotiate in a manner that befits their particular situation, provided they do so in good faith and without fraud.

When analyzed, contracts, both large and small, are made up of six basic categories. At times (especially with smaller agreements), these issues will not be explicitly stated in the contract, but will, rather, be implied by law. These default rules are a construct of both case law and statutory law, with Article 2 of the Uniform Commercial Code being the primary means of “filling the gaps.” In larger agreements, most of these issues will be spelled out with exacting detail. While this list contains broad headings, it does provide an overview of what to look for in a contract. The 6 issues inherent in all contracts are as follows:

1. Rights and Obligations Under the Contract. The fundamental issue in all contracts determines who is obligated to perform under the contract and who is entitled to the benefits of that performance. Those with rights can be the individual signing the contract, the company on whose behalf the signatory is signing, “successors in interest” (i.e., a company that subsequently purchases the original beneficiary), and sometimes “third party beneficiaries.” Those with obligations under the contract are the signors and their successors, but may also be guarantors, co-signors, or other parties subject to “joint and several liability.” For example, a partner will be liable for contracts entered into by his/her partners regardless of whether he/she signed the contract individually.

2. Representations and Warranties. Representations and warranties relate to the underlying matters and facts presented in the contract. Specifically, a representation is a statement made by one party at the time the contract is entered into, regarding a fact which is influential in bringing about the agreement. A warranty is a promise that a statement of fact is true. In larger contracts, a specific section entitled “Representations and Warranties,” is devoted to this issue and lays out all of the representations and warranties each party is making subject to the agreement. Regardless of whether there is a dedicated section of the agreement, however, parties will rely on the representations of each other in entering the contract. Examples of what may appear under this heading include statements related to the condition of the goods being sold, statements that a party has the legal right to sell the property, or statements that a party is not in default on any other obligations. Disclaimers and/or “as-is” provisions in a contract are a means of minimizing representations and warranties.

3. Conditions. Conditions are events that must happen (or not happen) in order to obligate a party to act pursuant to the contract. If specified conditions do not occur, a party need not perform under the contract. An example of a condition common in business contracts is that board or shareholder approval must be obtained prior to enforcement of the contract. Other conditions may state that all documents be properly delivered prior to the contract taking effect or that all representations and warranties discussed above are proven accurate. Conditions do not have to relate solely to the parties to a contract. They may involve third parties approvals that are necessary for the contract to happen. Examples of such approvals may be governmental approvals or obtaining insurance.

4. The Deal. After conditions have been satisfied, “the deal” is the real meat of the contract and states who must do what, when they must do it, and what price will be paid. The deal includes allocation of risk (will one party indemnify the other, will damages be capped at a specific amount), and also states the beginning and end of the contract, including rights of the parties to extend or terminate the contract.

5. Enforcement. Usually the “boilerplate” of a contract, enforcement issues state how, when and where the contract may be enforced by a party. Enforcement issues include (i) what law will be applied in the event of a dispute, (ii) who will hear disputes (will it be a judge, jury, mediator or arbitrator?), (iii) where a dispute will be heard (city, county, state), and (iv) which party has the burden of proof when enforcing the contract.

6. Remedies. Remedies determine who is entitled to what in the event of a breach. Remedies often, but not always relate to monetary damages. They will address the ability of a party to obtain and will address whether or not a party can receive punitive damages (which are rare in contracts) or consequential damages (damages that don’t flow directly from a breach, but are somehow caused by it). Other than monetary damages, remedies can also include specific performance (a situation where the court orders one party to perform) and can potentially allow a party the right to terminate the contract for breach.

Linear Thought of the Present Period or Lies of History for $200 Bob

Have you ever thought to yourself when interacting with others in social situations; you know I have heard all this BS before. Indeed it seems that even intelligent people show up at a party and begin discussing; How about those Yankees or How about the weather?

Indeed most of us have nothing against baseball, as it is about as American as Apple Pie and Automobiles. And the 2005 Atlantic Tropical Hurricane Season, certainly changed the weather headlines for months on end, as if it would never stop.

Nevertheless are you simply tired of all the linear thought out there? If so well then it sounds like you are someone who could certainly benefit from higher level dialogue and assist us in bettering the Republic and moving linear thought from flickering cave walls to the masses.

Would you rather discuss other things? Do you ancient studies fascinating, do you ever wonder if all the history we have been taught and everything we know is wrong and we are doomed to repeat even if we study it because we are studying nothing more than re-written purported falsehood by the victors of that past period?


If we have all be sold a bill of goods on history then we need not discuss the past. If everyone in the present is stuck in linear thought, then why bother discussing anything but the future road ahead? Too philosophical for you; I see, well then; How about those Yankees do you think the weather will hold out for next weeks game? Think on this in 2006.

Business Presentation Tips – How To Command Attention

All eyes are on you. Yes, it’s true. In business presentations, you are in charge. You are the leader. As the leader in a presentation, you are in charge of the pace, flow, and impact of your story.

In business presenting, a lot of professionals confuse their audiences by multi-tasking. This is a really bad idea. Instead of giving your audience a clear direction, multi-tasking points them in 15-directions at once.

Let’s look at the common (but awful) practice of talking while changing PowerPoint or Keynote slides.

If you talk, change slides and keep on talking, what should the audience do? Should they listen to your words? Should they focus on the slide? What is the right place to look? They aren’t sure.

The audience doesn’t know what is the top priority. Simply put, if your audience is confused, they will check out. Instead of staying connected to your message, their attention will drift.

Next thing you know, people will be checking email, daydreaming or having side conversations. This is NOT how to command attention.

What can you do differently? Slow down. Do one thing at a time.

Here’s the simple tip: Announce where you are going. Pause. Then change the slide. Next, describe where you are.

This is just the same kind of step-by-step approach that you need to take when giving a tour, or managing the attention of a young child. Only now, you’re acting as a patient tour guide for your audience.

Here’s the break down in precise detail.

Tip 1: Tell Where You Are Going

Announce where you are going in advance. This tip applies to your entire presentation, each slide, and the next action.

For the whole presentation: always give an overview. This helps participants get oriented for the entire journey. Even if everyone is familiar with the topic and you’ve met before, give an overview.

For each slide: prepare participants for what’s in the next slide – before you go there. This is important. The mind can wander. It’s your job to tell people where you are and what’s coming next – before you go.

For each action: tell people what you want them to do. Announce this in advance.


Tip 2: Change The Picture

After you have alerted participants, it’s time to do what you promised. Change the slide.

If you are not using slides, you can still do this step. Change to a flipchart. Change to a video. Or change to a whiteboard. You also might be changing to an exercise or activity.

Whatever you promised to do, do what you have announced.

Tip 3: Show Where You Are

Now that you are in a new slide, or a new whiteboard discussion — show people around. Familiarize them with the new part of the presentation.

I like to think of this as playing the tour guide. It doesn’t take a lot of time, but it shows how much you care about your audience. It shows you care deeply about their experience.

Are you commanding attention in client and prospect presentations? Get the skills you need to focus attention with visual storytelling.