The Devil is in the Details – Be Specific

Written by James Sanders

Aside from the actual agreed upon terms, the second most important section (just my opinion) is the first few paragraphs of an agreement.  This is where you put in the exact information of the parties and the background that led to its creation.  It is critical that the information is correct and as specific as possible. 

I can’t tell you the amount of times I see the party name, type of entity or contact address incorrectly identified.  On top of that, little to no background is provided in the recital section (it’s the paragraphs that have sentences starting with “Whereas”).  The information provided in the first few paragraphs of an agreement is crucial if/when you need to enforce your rights.  

Said another way, try to think about an independent third party (aka a Judge) reviewing an agreement for the first time.  You don’t want them frustrated trying to figure out if the right counter-party is being sued or wasting time verifying the key elements of the background that led to the agreement.  You want them focused on the actual disputed issues.  As the old saying goes, “the devil is in the details.”