Malcolm ZoppiSun Oct 15 2023

Elements of a Legally Binding Contract + How to Pick Your Contract Lawyer

You May Have Entered Into Hundreds of Contracts Without Even Realising It.

What are contracts

A contract is a legally binding agreement between two or more parties. It can be oral or written, and is typically created to govern the exchange of goods, services, money, or something else of value. Contracts are common in business, and are often used to memorialize agreements between parties. If the parties to the contract disagree on what a term means or one party breaches the contract, it often results in a contract dispute in court to try and determine the meaning and damages. This can become very expensive, therefore getting lawyers to write contracts is a sensible decision as it enables you to define terms clearly, express your needs and limit the chance of a breach. Having a commercial contract lawyer create a legally binding contractual agreement for you has a lot of benefits. To find out more, check this page.

What makes a contract legally binding?

There is no one answer to this question as it will depend on the circumstances surrounding the contract. However, some factors that may make a contract legally binding include:

  • The parties involved have agreed to the terms of the contract and have exchanged signatures or other forms of consent;
  • The contract does not violate any laws or regulations; and
  • The contract is not subject to any other agreements or contracts.

What are the elements of a contract?

The elements of a contract are an offer, an acceptance, consideration, and intention to create a legal relationship. Also you must have certainty of terms.

What is an offer?

An offer is a proposal to enter into a contract.

An offer must be accepted in order for a contract to be formed.

An offer can be revoked, or met with a counter-offer, at any time before it is accepted.

What is an acceptance?

An express acceptance is an oral or written statement that the offer is accepted. An acceptance can be express or implied. A counter-offer, for example saying ‘I will buy for £5 less’ is not an acceptance.

An implied acceptance is an acceptance that is not expressly stated, but can be inferred from the conduct of the parties.

What is consideration?

Consideration is something of value that is given in exchange for the other party’s promise.

For example, if I promise to wash your car for £10, then the consideration would be the £10 I am getting in exchange for my promise to wash your car next week.

In contract law, consideration is the value or benefit that one party offers to the other in order to encourage them to enter into a contract. It can be in the form of money, goods, services, or a promise to do something in the future.

To be valid, consideration should be something that is:

  1. of some value
  2. given freely by the offeror
  3. exchanged between the parties to the contract
  4. not illegal
  5. not contrary to public policy
What is intention?

Intention is where the parties want to enter into a contract and be bound by the rights and obligations which result from that. If the party does not have intention, it is often if they have been forced or pressured to enter into the contract and therefore they do not have a genuine want to be bound by the agreement.

What is certainty of terms?

This is about how the clauses of the terms are to be interpreted by the court and how the court would be able to enforce the contract.

To have certainty it means that there can be no incomplete or uncertain (undefined) terms in the contract, because if this was the case then in the eyes of the law the contract cannot have been agreed as not everything has been addressed.

It is therefore important to ensure the terms are clear and both parties understand how they are defined so they can agree to the contract as a whole.

Benefits of having a written contract

There are many benefits of having lawyers to write contracts. The most obvious benefit is that it can help to avoid or resolve disputes. A written contract can also help to ensure that both parties are clear about the terms of the agreement, and it can be used as a reference if any questions or disagreements arise later on. Having a written contract can also help to protect both parties in the event that something goes wrong.

If you are considering entering into a business agreement, it is always a good idea to have a written contract in place. A written contract can help to make the agreement clear and can help to prevent any misunderstandings or disputes.

Some of the benefits of having a written contract in place include:

  • clarity and certainty – the terms of the agreement will be set out in writing, so there will be no confusion over what has been agreed;
  • protection for both parties – the contract will set out the rights and obligations of both parties, and can help to protect them in the event of a dispute;
  • proof of agreement – the contract will be a record of the agreement between the parties, which can be used in the event of a dispute; and
  • easier to enforce – if one party breaches the contract, the other party will be in a stronger position to take legal action.

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Templates or Bespoke Contracts?

Templates

Template contracts are cookie-cutter contracts that are, in simple words, copied and pasted by the different businesses using them. A definition of ‘a template’ is: ‘a plan, pattern, or model from which something is copied or adapted.’ Contract templates can be helpful in ensuring that you actually have something in writing, but they rarely are sufficient in protecting a business’ interests as much as it would be possible with bespoke contracts. The benefits are that contract templates are more cost effective, but cost efficiency may result in larger costs further down the line due to a lack of protection of your business interests.

You can find contract templates online, or you can create your own. Although, some issues may arise.

For example, we have had a consultant approach us to review their Consultancy Agreement, intended to be used for his consultancy services.

The issue was that a consultancy agreement, in its truest form, is a contract between an employer and a self-employed contractor (the consultant). It strongly favours the employer and it is not suitable for businesses which offer consultancy services. Therefore, the template the consultant was wanting to use actually put him at a disadvantage and was not very protective of his aims and interests.

Another example was that we were recently instructed to review a contract that our client had downloaded online. Upon review of the contract several issues came to light. The first is that the contract did not actually protect what the client wanted the contract for, therefore without it being reviewed by us it would not have been of any use to the client if it had to be relied on in a dispute. Secondly, there was no consistency in the terms of the contract. In one part the contract stated the parties were tenants in common, while the other paragraph said they were joint tenants- although they are connected terms they have different effects and this would have been dangerous for our clients best interest if not fixed.

Bespoke

There are a number of benefits to using a contract lawyer to create a bespoke contract. They can help you to ensure that your contract is legally binding and accurate, and they can also help you to negotiate the terms of the contract. Contract lawyers can also help you know how to prevent disputes in the future as well as to resolve any disputes that may arise.

No two businesses are the same. All businesses tend to have different offerings, different business plans or business processes. For this, bespoke contracts drafted by UK contract lawyers enables the business to use a legally-binding contract that is suitable, customised and fitting for their business needs.

Other benefits of having a UK contract lawyer are:

  • You may have a better understanding of the contract if you have a UK contract lawyer look it over;
  • A UK contract lawyer can help to ensure that the contract is fair to both parties;
  • If a dispute arises, the UK contract lawyer can help to resolve the issue;
  • UK contract lawyers can also help to negotiate contracts; and
  • A good UK contract lawyer will be able to help you find the right contract for your situation and make it fully bespoke to your particular needs.

What Makes a Bad Commercial Agreement?

There are a few key things that can make a commercial agreement bad. These include things like vague or incomplete terms, unreasonable or one-sided provisions, and terms that are simply unenforceable. Additionally, if one party feels like they were taken advantage of or did not get a fair deal in the agreement, that can also make it a bad agreement..

When negotiating a commercial agreement, it is important to make sure that all parties are clear on the terms and that everyone feels like they are getting a fair deal. If any concerns or questions come up during the negotiations process, it is best to address them before signing the agreement.

Some common issues that can arise in commercial agreements include:

  • Failing to specify the terms of the agreement in detail
  • Failing to account for all possible scenarios
  • Not including a dispute resolution process
  • Failing to get all parties to sign the agreement
  • Including illegal or unenforceable clauses

If you are in the process of negotiating a commercial agreement, it is important to be aware of these common issues and to take steps to avoid them. GZ Legal offers a free, no-obligations consultation to discuss your needs.

What are UK Contract Lawyers

A UK contract lawyer is a legal professional who specialises in the drafting and conducting the negotiations of contracts. Contract lawyers are typically involved in a wide range of transactions, and must have a thorough understanding of contract law in order to create legally-binding agreements that protect the interests of their clients.

UK contract lawyers may work in private practice, or for a company or organisation. They may be involved in working on a wide range of contracts, such as those relating to the sale or purchase of goods or services, the leasing of property, or the provision of employment.

UK contract lawyers must be able to identify and resolve any potential disputes that may arise during the negotiations procedure or execution of a contract. They must also be aware of any changes to UK contract law, and be able to advise their clients accordingly.

UK contract lawyers may work in-house for a company, or they may work for a law firm. UK contract lawyers may specialise in a particular area of contract law, such as construction contracts, or they may have a more general knowledge of contract law.

The role of a contract lawyer is to:

  • Advise clients on their legal rights and obligations under a contract;
  • Negotiate and draft contracts on behalf of clients;
  • Resolve any disputes that may arise during the negotiation or execution of a contract; and
  • Advise clients on changes to UK contract law

How to pick your UK Contract Lawyer

Testimonials

The satisfaction of past clients is of extreme importance when deciding on which contract lawyer to make use of. The implications of not picking the right UK contract lawyer can be significant, and looking at previous clients’ testimonials is a great way to minimise the risk of choosing the wrong UK contract lawyer.

At GZ Legal, we are proud of the positive feedback we have received from our satisfied clients.

These are some of our reviews:

“We have used GZ Legal a number of times for various legal matters for our business operations. GZ helped us form and negotiate some extremely difficult rental and business agreements that were both very time and case sensitive. However the team at GZ were extremely helpful and forthcoming with their advice / guidance and turned around the work we requested in record time. We were impressed not only by the expedited process they were able to offer but the professionalism and dedication we felt as a business from them, hence our glowing review.

We will definitely be using GZ legal again this year and for all our business needs in the foreseeable future, we can’t recommend them enough!”

“I express my gratitude that you were my legal advisor. The process was greatly helped by your insightful and accurate expertise, including your insight into how other parties may think and act. I cannot thank you enough for your expertise and professionalism which ensured a highly satisfactory conclusion.”

“Professional service at its best, I highly recommend your organization to anyone seeking professional/legal advice. I truly appreciated the service and advice I received.”

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Cost

The price of the service is always a consideration for any business owner. Getting a UK contract lawyer to write your contracts should be seen as an investment in minimising risks and legal costs further down the line. GZ Legal prides itself on having amongst the lowest hourly rates in the UK. At the time of writing, our hourly rate is £49 only. We transparently show our prices on our website’s services section, which you can visit here.

Extra Value / Bang for your Buck

At GZ Legal, every contract purchased gives you access to our exclusive Members Area, containing legal documents (such as legal letters for use if a dispute arises) valued at around £4,000.00. These documents come with guides on how to use them- for free!

Specialisation

Specialising in a niche area of law is important because the relevant UK contract lawyer will develop a greater understanding of the law in that area and changes to the law in that area, making them more valuable to clients. The UK contract lawyer will also be able to develop a specialist knowledge in that area, which will help them to provide a better service to clients.

Previous Experience

Finding a UK contract lawyer with specific experience in drafting your particular contract is very important. This will help the UK contract lawyer in being more commercially savvy.

GZ Legal has worked as a contract lawyer for a number of years. We have worked with clients to negotiate and draft contracts, as well as providing legal advice on a range of contractual issues. We have also worked as corporate lawyers, providing legal advice on a range of corporate matters. Check out our case studies here to read about what GZ Legal has done here. Our case studies are a great way to read about how GZ Legal can help your business, alongside showing how we have built relationships with our clients.

Human touch

Relationships are key when it comes to picking a UK contract lawyer.

A human touch is important in any relationship, but especially in a legal one. A lawyer needs to be able to build a relationship of trust with their client in order to provide the best service possible. This trust is often built through personal interactions and providing a human touch.

At GZ Legal, we pride ourselves on valuing each of our clients as much as possible by keeping the clients updated with any development that relates to their matter.

We chose the alternative way of dealing with relationships: we keep an open-door policy whereby clients can easily get into contact with us by simply messaging or calling us. We are never too busy to speak with you. We strive to create an environment in which our clients feel that they can contact us at any time, so that they know that we can be their go-to commercial contract lawyer.

How Our Commercial Contract Lawyers Can Help

If you are in the process of negotiating or drafting a commercial contract, our expert lawyers can provide support and advice every step of the way. We can help you to identify and assess the risks involved in the contract, and to negotiate and agree terms that protect your interests. We provide a FREE, no-obligations consultation to discuss your needs and determine how we can help. Then, we will spend time understanding your business, its goals and needs. Depending on whether you need a contract drafted or an existing contract reviewed, our UK contract lawyers will find the best solution for your needs and act accordingly.

Commercial Contract Lawyers FAQs

What Does a Commercial Lawyer Do with a Contract?

Review the contract for any discrepancies or inconsistencies.

Ensure all terms and conditions of the contract are clear.

Review and negotiate contract changes, if necessary.

Review and advise on contractual risks.

Assist with contract execution.

Liaise with other parties involved in the contract.

Do I Need a Commercial Lawyer to Draft My Contract?

You may not need a commercial lawyer to draft your contract, but it is always a good idea to have a professional review any contract before you sign it. A commercial lawyer can help make sure the contract is fair and accurate, and that it protects your interests. If you are drafting a contract for a business transaction, it is especially important to have a lawyer review it. Commercial law is complex, and a lawyer can help make sure the contract is airtight.

Are Unsigned Contracts Binding?

Typically, unsigned contracts are not binding. In the absence of a signature, the parties are typically free to negotiate the terms of the agreement. There are some exceptions to this rule, such as when the contract is for the sale of goods and the goods have been accepted by the buyer, or when the contract is for the provision of services and the services have been rendered.

Is It Easy to Get Out of a Contract?

It is not always easy to get out of a contract, as the other party may not be willing to let you go. If you are in a contract and want to get out of it, you may need to find a way to get the other party to agree to end the contract. This may require negotiation, or you may need to find a legal way to get out of the contract. Although, commercial contracts, like other contracts, usually have a termination section (towards the bottom) that determines how the contract can be ended, not all will, and usually, notice needs to be given. GZ Legal gives you FREE access to a bank of legal documents that can help you terminate a contract. To find out more, see this link.

What are some examples of contracts?

There are different kinds of contracts that a UK commercial contract lawyer may draft for your business, such as a confidentiality agreement (commonly known as an NDA), agency arrangements / agreements, international data transfer agreements, joint venture agreements, a share purchase agreement (this is regarding acquisitions of companies), intellectual property licensing agreements, distribution agreements and other contracts to ensure compliance with data protection laws.

Disclaimer: This document has been prepared for informational purposes only and should not be construed as legal or financial advice. You should always seek independent professional advice and not rely on the content of this document as every individual circumstance is unique. Additionally, this document is not intended to prejudge the legal, financial or tax position of any person.

Comprehensive provider

Get the specialist support you need

Whether you require specialised knowledge for your business or personal affairs, Gaffney Zoppi can support you.