FAQ on Contracts



What is a contract?

A contract is a legally binding agreement between parties that creates an

obligation to do something, or, in some cases, not do something.

Why should I use a written contract?

At any one time, more than 90% of all corporations are involved in some kind of

business litigation, both as a Plaintiff and as a Defendant. It would appear that

corporations often use litigation as an effective dispute resolution tool. Other than

intellectual property disputes, disputes over contracts and employment are most frequent.


Most businesses don’t realize the importance of a good, solid contract, not only as

protection but also to use as a roadmap for the working relationship between the parties.

A good contract decreases misunderstandings, gives methods for working out problems,

defines the exact relationship so chance for minimal damage if and when things go awry.

Some agreements must be in writing. Generally, contracts over 1 year in length,

contracts for the purchase of goods over $500, some leases, and real estate purchases must

be in writing. Whether a particular contract should be in writing depends on the facts and

circumstances and should be reviewed by an attorney. Writing the contract down avoids

people later changing their story about what was agreed to, and helps the parties focus on

the important points.

What law governs contracts?

Contracts are generally governed by the law of the state where the contract was

written. However, through a choice of law provision, this can be modified and the laws

of another jurisdiction can apply.

What are the purposes of a contract?

The 3 main purposes of a contract: detail what both sides have to do, detail how

both sides will get paid, and give both sides a way out of the deal. If all 3 purposes are not

in the contract, it is not a complete contract. The contract should also clearly indicate

when is performance will be considered complete.

What does “breach” mean?

Kaufman Law Group, PLLC

8000 Towers Crescent Drive

Suite 1350

Vienna, VA 22182


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A party breaches a contract when that party breaks its end of the deal or fails to fulfill its

obligations under the contract.

What can I do if someone breaches a contract?

Most contracts are enforced in court. If the other party breaches the contract, you can go

to court to try to collect damages or obtain “specific performance.” However, some

contracts have an arbitration clause which requires any disputes to be arbitrated by a

neutral party.

What is “specific performance”?

Specific performance is a remedy that courts may use when money damages will not

remedy a breach. Specific performance is generally used when the item in the contract is

unique, such as with land or custom goods.

What should I do when signing a contract?

1. Be sure you have read and understood all of the contract. If you do not

understand it, don’t sign it until you do understand it.

2. Be sure everyone signs & dates the final page

3. Be sure everyone initials & dates each page of contract

4. Contract pages should have numbering “1 of xx pages”

5. Be sure all warranties etc. that are incorporated by reference are attached to

basic contract.

6. If the contract is a form contract, *all* entries must be filled out (If the space

does not apply use “NA” etc.)

What should a business contract contain?

1. Reasonable attorney’s fees & costs in collection;

2. A provision for interest finance charges;

3. A statement of which state law controls;

4. A statement of where disputes must be resolved;

5. The consequences of not paying, e.g., contract and warranty are void;

6. A section that defines terms carefully,;

7. A statement that only the written contract controls and that verbal statements do

not make part of contract;

8. A definition of what is the written contract with its additions etc. so that

warranties, exceptions, etc are incorporated by reference;

9. A statement that all changes to the contract must be in writing;

10. Fixed dates for completion if appropriate;

Kaufman Law Group, PLLC

8000 Towers Crescent Drive

Suite 1350

Vienna, VA 22182


703.764-0014 (fax)

11. A clauses that makes clear that the parties cannot be liable for things that are out

of their control (terror, weather problems, etc.); and

12. Compliance with appropriate consumer protection laws (if applicable).



The office has access to many different contracts. However, once a client requests a contract,

the specific contract is modified to meet the clients needs. The firm has written partnership agreements,

software licensing agreements, contracts for the sale of goods or services, as well as contracts to make

payments on account.

Each clients needs are analyzed individually so that the contract covers only what the client

needs. Clients can request contracts be modified in any number of ways, including choice of law

clauses, arbitration clauses, payment clauses, or any other clause a client’s situation may require.

Clients are provided a draft of the contract to review prior to the agreement being finalized.


Fees can be on a flat rate basis for businesses with ongoing needs or those who desire a one time

contract. For businesses who desire an ongoing relationship or those with more complex needs, a

reasonable hourly rate is available. While I cannot list the rates here for competition reasons, please

feel free to call 703-764-9080 to have the fees explained to you in depth.


The information provided by this fact sheet is for informational purposes only and should not

be relied on as legal advice. Every case and situation is different and a lawyer should be consulted to

determine how the law is applied.

Kaufman Law Group, PLLC

8000 Towers Crescent Drive

Suite 1350

Vienna, VA 22182


703.764-0014 (fax)