Wedding NON-legal and NON-contract people I have a question for you.

[Gypsy]

If someone put a contract in front of you that said that a deposit for something was non-transferable and non-refundable in one paragraph THEN....

a couple of paragraphs later the same contract said that a) the deposit could be refunded on certain circumstances and that b) it could be transferred to a different date or event under certain circumstances.... would you:

a) not think anything of it
b) assume they meant that it wasn''t generally refundable or transferrable but that there were clearly exceptions-- but not ask or say anything
c) ask them about the discrepancy and accept it if they told you it was fine, and not to worry
d) point out the conflict and ask them to fix it.

I KNOW my preception of what the average person would do in contract situations is skewed but want to know how far off I am.

 

[miraclesrule]

No fair, I can''t play.

 

[Gypsy]

Apparently I CAN'T EITHER. Which is why I posted this.

You will appreciate this, I know you will. (Plus, I already KNOW what your answer would be, same as mine!)

I revised the new venue contract. The deposit section originally said it was non-transferrable and non-refundable. Well, I negotiated refundable AND transferrable deposit terms with them. SO I redline the contract to take out the words 'non-refundable' and 'non-transferrable.' Well, they told me they can't agree to that. The want the words non-transferrable and non-refundable back in there... but, OH I can leave in the paragraphs that SPELL OUT that the deposit is transferrable and refundable since that's what we agreed to and say they will honor it.

No 'notwithstanding anything to the contrary herein' language either-- it's too 'legal'.

I said no. I said I would not agree to a 1 page contract that is riddled with inconsistent terms.

What I didn't say could fill REAMS of paper.

NOW I know, I swear that I do, that not everyone is a lawyer or contract specialist and that they probably sh*t their pants when they openned the contract draft and saw the sheer amount of red from the track changes. BUT... they also had the gall to complain that the REASON they wanted the language reverted is because NOW it's going to require an attorney's review, and they didn't realize that when they ASKED ME to revise the contract to reflect the terms we agreed to. I told them I was a lawyer. I told them I was a CONTRACTS lawyer who, AND I QOUTE, "negotiates, writes and revises contracts for a living."

What part of all of that is unclear. Seriously? I'm missing something. I must be.

Okay rant over. Thanks for letting me vent.

 

[choro72]

Wow Gypsy...I should hire you to come with me to every contract signing we do

. Actually there were some misleading terms in our contract about our partially refundable portion of our deposit. FI made them pen in specifically what the value is. I hope that was enough...

 

[Gypsy]

Date: 6/26/2008 1:32:13 AM
Author: choro72
Wow Gypsy...I should hire you to come with me to every contract signing we do

. Actually there were some misleading terms in our contract about our partially refundable portion of our deposit. FI made them pen in specifically what the value is. I hope that was enough...

Well, neither of you is a lawyer. Worst case senario-- absolute worst-- you take them to court. You can point out that you aren''t lawyers, thought you were protected by the changes you made and SHOW that you were concerned cause you requested changes, but that you didn''t have a lawyer review the contract. Honestly, if I take anyone to court over a contract that conflicts that badly-- I''m already cringing at what the judge would say. Seriously, it would be ugly. You can''t have that used against you- and if nothing else... you have that to hold on to. What specifically are you worried about?

I can''t give you legal advice, and can''t promise even any helpful insight as it would be out of context of the whole contract and your discussions, but maybe I can ease your mind a little with some comments from a friend.

 

[surfgirl]

d.

 

[goldenstar]

Hmmm...

I think they''re just freaked out because they don''t understand the new language and they want to make sure that the terms are not unfavorable to them. It seems like this is why they want an attorney to review the contract. Its not that they don''t think you''re competent, its just their gut alarms telling them that you''re technically on the other side. KWIM?

At least you''re getting them to play the game with you. I''ve met so many vendors with a "take it or leave it" attitude when it came to their contracts.

 

[Gypsy]

Oh honey. I know they think I'm competent. What's got me frustrated is that they think I'm somehow scr*wing them and I would even deal with that (I deal with it daily)... It's that they are going back on our agreement because they are trying to AVOID legal review. I mean they took less than an hour from the time I sent the redline to when they said "Nope"... and complained because the changes would requir a lawyer's review, so they want me to change it back. They agreed to the changes. I have that in emails, not just verbally. But they didn't realize that the changes once put into the contract would require a lawyer, and don't WANT it to require a lawyer. Not my problem that it requires a lawyer. What kind of business doesn't run significant contract changes by a lawyer. They are not a small, new company either.

And it's not like they don't have access to one. The owner of the venue used to be a lawyer (this contract is actually with the venue's exclusive caterer, but they could JUST ASK the owner of the venue WHO IS A LAWYER about the changes, he even VOLUNTEERED to look at the contract for them when I told them I was a lawyer and would require contract revisions!).

Frustrating.

As for take it or leave it. Well, its three months to the wedding and the date is unbooked. So that gives me leverage I wouldn't otherwise have, honestly. Plus, the owner of the venue likes me... and the caterer knows that. And I made it clear that if they didn't accomodate me, and lose this sale, the owner would know EXACTLY why. And there are a lot of caterers in the area that would kill for an exclusive catering contract with such a nice place if they lost the contract.

 

[goldenstar]

Yes, that sounds very frustrating. It great that you have lots of leverage working for you. I''m crossing my fingers that this all goes smoothly.

 

[FrekeChild]

D. But I was raised by an attorney. And BF has trained me to read carefully.

 

[rockzilla]

Date: 6/26/2008 1:20:09 AM
Author: Gypsy
Apparently I CAN'T EITHER. Which is why I posted this.


You will appreciate this, I know you will. (Plus, I already KNOW what your answer would be, same as mine!)


I revised the new venue contract. The deposit section originally said it was non-transferrable and non-refundable. Well, I negotiated refundable AND transferrable deposit terms with them. SO I redline the contract to take out the words 'non-refundable' and 'non-transferrable.' Well, they told me they can't agree to that. The want the words non-transferrable and non-refundable back in there... but, OH I can leave in the paragraphs that SPELL OUT that the deposit is transferrable and refundable since that's what we agreed to and say they will honor it.

No 'notwithstanding anything to the contrary herein' language either-- it's too 'legal'.

I said no. I said I would not agree to a 1 page contract that is riddled with inconsistent terms.


What I didn't say could fill REAMS of paper.


NOW I know, I swear that I do, that not everyone is a lawyer or contract specialist and that they probably sh*t their pants when they openned the contract draft and saw the sheer amount of red from the track changes. BUT... they also had the gall to complain that the REASON they wanted the language reverted is because NOW it's going to require an attorney's review, and they didn't realize that when they ASKED ME to revise the contract to reflect the terms we agreed to. I told them I was a lawyer. I told them I was a CONTRACTS lawyer who, AND I QOUTE, 'negotiates, writes and revises contracts for a living.'


What part of all of that is unclear. Seriously? I'm missing something. I must be.


Okay rant over. Thanks for letting me vent.

Ok - NOT a lawyer here - BUT, from what I can tell there are two sections:

a) The deposit section that says the deposit is nontransferable/refundable

b) There are additional terms that state under which circumstances the deposit may be transferred and/or refunded

a and b are in conflict with each other. They refuse to remove a, and you refuse to remove b. They are fine with b staying as long as a stays.

Would it be possible to revise a to state, "Deposit is non transferable/refundable except in the circumstances explained in b" (where b is "paragraph below" or page 2 or whatever)

Alternately, you could attempt to strike a, but add a section in b which states "Deposit is non-transferable and non-refundable under any and all other circumstances")

As far as the lawyer's review, etc. - You revised the contract (which they understood) to make it clear what was agreed to, rather than trusting what they assured you was true. This is assuming some distrust on your part of them - which as a lawyer you are prone to do, but on a personal/emotional level often puts people on the defensive.

However, in revising the contract to the degree you did, they can no longer ascertain (without the use of a lawyer) whether or not the new contract gives you an 'unfair advantage' over what you agreed to verbally. You have said, "Wait, what's going on here, this is not what we agreed to." Without legal background, they cannot say with certainty if the new contract is consistent with the outcome of your negotiations or not. You now have the 'upper hand' or potential to take advantage of the situation, and to 'level the playing field' they must bring in a lawyer, at their expense.

So, in the end, you can complain about 1 of two things:

1)Them not trusting that your legal revisions are honest (which you can't really object to, as you are not trusting that their verbal agreements are honest)
OR
2) That they are unwilling to pay the expense / time for a lawyer to review the contract for one specific case

I'd say, try to work with them on #2- simplify the contract to where it will not need legal review, will generally satisfy both parties (it will NEVER satisfy you, as a lawyer, 100%, but will at least show the intent is there) and will get your wedding DONE! As much as we all love you here Gypsy, not everyone is enthusiastic about handing $$ over to the legal profession.

ETA: Sorry if this sounds overly harsh or weirdly methodical...I am up late studying for the GMAT

 

[SarahLovesJS]

Can I play? Or no..hmm. Ok I won''t play just to be safe.

 

[bee*]

I would probably say d also although b would probably have been a runner up.

 

[lliang_chi]

I agree with Rockzilla, maybe you can modify the NR/NT section to say except for instances like : .

As someone who has absolutely zero legal background, leaving both clauses in there contradicts itself. Dunno if that nulls the contract but it sure will make it hard on everyone.

 

[Sabine]

Me, I probably wouldn''t have noticed the discrepancy!

But if it was pointed out to me, I would want to fix it. I would probably ask them to do something like Rockzilla suggested and let them leave A as long as it listed exceptions.

 

[purrfectpear]

I read everything before I sign and revise as I feel necessary. They can either initial my changes, send it back to their attorney, or lose the sale. Their choice.

 

[newbie124]

Date: 6/26/2008 2:31:56 AM
Author: rockzilla
As far as the lawyer's review, etc. - You revised the contract (which they understood) to make it clear what was agreed to, rather than trusting what they assured you was true. This is assuming some distrust on your part of them - which as a lawyer you are prone to do, but on a personal/emotional level often puts people on the defensive.

I can attest to experiencing this as well when I was working on the contract w/ our venue.

I am not a lawyer, but I AM very detail oriented, so I review all contracts carefully and will point out anything that doesn't make sense or I feel should be clarified explicitly.

Our venue contract was the first major contract I dealt with, and hence I wanted to have a lawyer review it in case I missed anything. Our company offers a group legal plan, which I enrolled in, so it was no cost to me. However, I hadn't intended to actually mention this to the venue, except that she took so freakin' long to respond to me, that finally I made up a fib about how our "friend, the lawyer" was going out of town and I wanted him to review the contract beforehand so could she please get it to me before the weekend? Well, I got the contract right away after that email, but it later came back to bite me.

I think they kind of freaked out that I was having a lawyer review the terms (which, to me seems kind of ridiculously ignorant of them), and the new GM got super uptight about things and in the end, we didn't get any of the revisions in writing that we had originally asked for (only verbal promises) and ON TOP OF THAT got saddled with a mandatory valet fee. By this point, though, I just wanted the venue stuff settled and we really loved the site itself and didn't have any other close contenders, so I just sucked it up and signed (then wrote a letter of complaint to the VP of the company overseeing this property).

Anyway, won't go into too much more detail. I mostly wanted to say that I think these vendors for whatever reason are just not used to their customers going to lawyers (or being lawyers) who send back contracts w lots of red lines and adjustments. I think most people just give it a cursory look and maybe change one or two small things and that's that.

So after that lesson, I've learned to try to take it a little more easy. I will still point out major things that I think need to be clarified or adjusted, and for the most part I've had good luck, especially when I just sort of mention it casually and not scare them with talk of an attorney or marking things in red (as an editor, I've learned to avoid marking changes in red--it's just asking for people to get defensive before they even read your first comment).

I would suggest following rockzilla's advice and see if you guys can come up w/ a compromise that way. Good luck!

 

[Gypsy]

Hmmm. Okay. Rockzilla I will see what I can do to put in non-legal sounding langauge that says the same thing as the legal language. That might be a good solution. And you are right, I do distrust them. If they are willing to stand by their word there should be no problem to put it in writing and sign their name to it. But again, that''s the lawyer talking.

Okay, will try to resolve this without my lawyer hat on. I am going to call the owner of the venue (retired lawyer) and update him though. Cause I still think its flat out silly that they are surprised they need an attorney to review it. But okay.

Thanks for the perspective all.

Newbie, you know. That would just incense me. But that''s not a surprise. Why would you sign any document which creates liability for you and not have it run by someone first. But you are right, they just don''t think that way. I''m sorry you got stuck with a valet fee. That would have ticked me off more.

 

[newbie124]

Date: 6/26/2008 12:37:49 PM
Author: Gypsy
Newbie, you know. That would just incense me. But that''s not a surprise. Why would you sign any document which creates liability for you and not have it run by someone first. But you are right, they just don''t think that way. I''m sorry you got stuck with a valet fee. That would have ticked me off more.

Yeah, that was a pretty stressful week. The situation was that their original contract said if you had more than 60 guests you would have to pay for valet. We''re estimating right around 60-70 so I was hoping to work out some arrangement where if we had people park somewhere else or shuttled people in, we wouldn''t have to pay the valet (or had less than x number of cars).

Originally the site manager said we could work out something, but then at the last minute the new GM got all nervous and decided to change the policy and make valet mandatory for ALL events. It was pretty ridiculous. I would have fought it more, but I was just ready to get it over with. Plus, he made a big fuss that the DOC I chose was not someone from their list (b/c everyone on their list would have been over $1,000!) so even though it wasn''t a problem before, he made a big deal about then said they would "let" me use my DOC but we had to pay the valet. I made myself feel better by thinking at least it''s something nice for our guests, but I still have to force myself not to dwell on it too much or I just get angry again

(happy thoughts...happy thoughts...)

I actually only know the lawyer thing got them out of whack b/c when my DOC went over there to introduce herself to the GM and talk about the parking issue, he said something to her about "Well, she [me] brought in her lawyer..." as if I had done it as a threat or something, which was totally not the case. I just wanted them to send me the contract! Sigh...but yeah, I dunno. Vendors are weird.

 

[miraclesrule]

Nothing frustrates me more than internal inconsistencies in a contract. We get enough of that when we try to interpret statutes, codes, and any piece of legislation.

Most contracts are initially written to benefit the party who crafted the contract to begin with. I think they should always be open to modifications in order to clarify internal inconsistency, vague and ambiguous language, or failure to address contingencies for inadequate risk assessment. A contract should be the product of, and codify the agreements of both parties. When the crafter won''t deal, then I usually won''t either. Not anymore, I have been screwed over too many times by ensuring that I live up to expectations of contract, never even thinking that I can get screwed over and have nothing to fall back on because the other party had little to no obligations or expectations that they were required to live up to at all. Contracts should be "fair".

One saving grace, is that a lot of contracts have been challenged in court and deemed unenforcable. That''s not saying a lot about the party who wrote it.

You go girl!

 

[princesss]

Okay, I haven''t read the thread, so maybe this isn''t relevant anymore, but for me, the answer is D. ALWAYS review what you sign. ALWAYS make sure you are not signing anything that confuses you. ALWAYS make sure you understand and can explain what you''re signing, and if it''s inconsistent, don''t sign until it is.

I''m really really anal about details and very focused on making sure all parties are clear on the terms of any agreement/contract/etc.

I would definitely try to write it in "plain English". Honestly, you could probably write circles around them in terms of contract language, so just write it the way you would explain it to somebody with no legal training.

 

[miraclesrule]

Date: 6/26/2008 12:37:49 PM
Author: Gypsy
Hmmm. Okay. Rockzilla I will see what I can do to put in non-legal sounding langauge that says the same thing as the legal language. That might be a good solution. And you are right, I do distrust them. If they are willing to stand by their word there should be no problem to put it in writing and sign their name to it. But again, that''s the lawyer talking.

Okay, will try to resolve this without my lawyer hat on. I am going to call the owner of the venue (retired lawyer) and update him though. Cause I still think its flat out silly that they are surprised they need an attorney to review it. But okay.

Thanks for the perspective all.

Newbie, you know. That would just incense me. But that''s not a surprise. Why would you sign any document which creates liability for you and not have it run by someone first. But you are right, they just don''t think that way. I''m sorry you got stuck with a valet fee. That would have ticked me off more.

I agree with Rockzilla on this one. Although I usually am negotiating with a lawyer on contractual language, I find that even they are human

, and actually find it refreshing when I toss in some random sentence after we have been trying to hash out specific legal language that isn''t covering the actual risk exposures and intent and spirit of our relationship. Those random sentences usually sound a little something like "nothing in this contract precludes the parties from negotating fair terms acceptable to each party to be applied in situations where it is deemed appropriate, reasonable and avoids the hazards and expense of unnecessary and undesired litigation." /www.pricescope.com/idealbb/images/smilies/2.gif[/img]

This allows for those little agreements made in writing through an email that they are afraid to incorporate into an acutal legalese contract that requires legal approval.