Adkins & Purkey, PLLC

By Chris Adkins | Adkins & Purkey, PLLC

People often ask a lawyer to “look over” a contract shortly before signing. A useful review is more than proofreading. It examines who the parties are, what is being exchanged, whether important assumptions appear in the document, how risk is allocated, and what happens if performance fails.

For individuals and businesses in Locust, Albemarle, and Stanly County, these seven areas deserve careful attention.

1. Parties, authority, and scope

Use correct legal names and identify whether each party signs individually or for a business, trust, or estate. If an entity is involved, confirm who has authority. Describe goods, services, property, standards, quantities, and deliverables precisely enough that an outsider could determine whether performance occurred.

2. Price, payment, and accounting

State the price, deposit, due dates, milestones, invoicing requirements, retainage, reimbursable expenses, taxes, late charges, and accepted payment methods. Explain what happens when work changes. Open-ended payment language creates avoidable disagreement.

3. Timing, conditions, and acceptance

Separate estimated dates from binding deadlines. Identify conditions that must occur before a duty begins, who provides approvals or information, how delays are handled, and what constitutes acceptance or rejection. A timeline should account for dependencies instead of assuming every task happens at once.

4. Representations, warranties, and disclosures

Representations describe facts on which the parties rely; warranties allocate responsibility if promised qualities fail. Define duration, exclusions, notice, opportunity to cure, and the remedy. Avoid promises broader than the party can verify or perform.

5. Risk allocation

Indemnity, insurance, limitation-of-liability, disclaimer, confidentiality, data-security, intellectual-property, and force-majeure provisions can shift major risk. Some clauses are restricted by law. North Carolina’s Chapter 22B, for example, identifies several contract provisions that are invalid as against public policy.

6. Default, cure, and termination

Define default, required notice, time to cure, suspension rights, termination for cause, termination for convenience, payment at termination, return of property, survival of obligations, and transition assistance. A contract that explains how the relationship ends is often more valuable than one that assumes it never will.

7. Dispute process and enforcement

Consider negotiation, mediation, arbitration, court, venue, governing law, jury-waiver language, attorney fees, and emergency relief. A forum-selection clause or arbitration provision can affect cost and leverage. Make sure the process fits the size and type of transaction.

Additional review questions

• Are all exhibits attached and internally consistent?
• Do defined terms match how they are used?
• Can either party change terms unilaterally?
• Does the agreement conflict with a proposal, email, or prior contract?
• Are notices required by a particular method or address?
• Must the agreement be signed or in writing under North Carolina law?

North Carolina’s statute-of-frauds provisions require signed writings for certain transactions, including contracts to sell land and specified leases.

Review before leverage disappears

After signing, a party may have fewer options. Early drafting allows the contract to reflect the actual deal rather than forcing the actual deal into a form written for someone else.

If a disagreement has already developed, read our article on contract disputes from demand letter to lawsuit.

This article provides general information and is not legal advice. Contract terms must be evaluated in the context of the transaction and governing law.