Form legal agreements

["Bill" <Bill@zzzzzzzzzzzzzz>]

Bill Knight said:

I am using the contract in the Tad Crawford book, Business and Legal Forms
for Artists.  It also has me somewhat confused in that in one clause it
states that time shall not be considered of the essence and in another that
if  the artist is 90 days late he returns all that he has been
paid, should the purchaser wish to terminate the
agreement.  Ouch!   Don't be late!

Bill, as I know of only one other attorney on this list, I'll take a shot at
replying to your legal question.  One of the first things one learns as an
attorney is that "form" language is no more than one person's idea of what
might be appropriate.  Since you are the one using the contract, if you
don't like the clause requiring you to return your client's funds if you are
90 days late or more, then delete it, or make it 120 days late, or whatever
period is more to your liking.

Or you can  change the whole concept of "lateness" by taking out any
specific due date.

Or replace a specific due date with something like "Artist will use
reasonable efforts to deliver the sculpture on or before _______."  That
way, the due date is not [please forgive me] carved in stone.

Including the 90-day late clause doesn't necessarily conflict with the "time
is not of the essence" clause.  A clause stating that "time is of the
essence"  means that when a time period is included it the contract, it will
be strictly construed by a Court.  If instead, the contract states that time
is not "of the essence," then a Court will not necessarily strictly construe
the time period.  (But it might, and you don't want to risk it.)  The best
way out of that is by avoiding committing to a specific time period.

If you do have to commit to a specific deadline in order to get the work,
then you can add a "force majeure" clause, which provides that in the event
the deadline isn't meant for any of a long list of events included in the
clause (strikes, war, acts of God, that sort of thing), then you aren't
liable.  And of course you can modify that clause to suit your needs.

Don't use clauses in a contract that you don't understand.  Especially
since, as the drafter of the form, the clauses may be construed against you.

Wishing I were carving instead of giving sitting in my law office,

Bill Weissinger