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Can a Lawyer Draft My Contract Without My Input?

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As a business, working with a commercial lawyer on your business contracts is invaluable. A lawyer will guide your business as its trusted advisor and help protect it against various legal issues and potential risks. 

A fundamental way a lawyer can help your business is by drafting contracts. Contracts are vital tools to protect a business from risk. However, some companies are busy and don’t have the time or resources to invest in contract preparation. A lawyer can provide critical support and legal expertise with contract drafting and legal advice. As a busy business owner, you may wish for your lawyer to take the contract drafting process out of your hands. This article will explore whether a lawyer can draft a contract without your input. 

Can a Lawyer Draft My Contracts Without My Input?

Technically, this is possible. However, it would be very uncommon and high risk for a lawyer to draft a contract without your input. A good lawyer will ask for your feedback during the drafting process to ensure they understand all potential risks your business could face and draft robust contract terms accordingly. 

Whilst a contracts lawyer’s key role is to protect clients contractually, they can only do so by ensuring the contract is fit for purpose and tailored to the client’s business activities. Without their client’s input, they may be unable to draft an agreement that addresses a client’s business risks and protects them adequately. 

Here are some key reasons why a lawyer needs the input of a business to draft a contract:

1. The Contract and Contract Language Must Be Fit for Purpose 

Every business is different, and the type of contracts it needs will depend on its activities and potential risks. A lawyer will be crucial in helping your business understand these risks and offer professional advice to address them.

For instance, a business offering one-to-many SAAS services could use a standard set of terms for all customers. However, a business offering entirely bespoke software development and licencing services may need a niche contract tailored to the customer’s project. 

By speaking to your lawyer and explaining your business activities, a lawyer can understand and advise on which type of contract fits your business’s purpose. By understanding your client base and how you deliver projects, they can guide you on the best contract format. 

For instance, a lawyer can explain:

  • whether you need a bespoke contract for all customers, or if standard terms and conditions will suffice; or 
  • whether you should have a long, comprehensive contract or a simple, short set of terms. 

These matters can dictate how quickly and effectively you can close contracts with your customer base. 

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2. Need to Tailor Contract to Business Risks

Contracts do not follow a one-size-fits-all approach. Each contract needs to be specific and drafted with careful consideration of the business, its particular requirements, and objectives. 

For this reason, a lawyer needs to speak to your business to understand your expectations and prepare a watertight contract accordingly. These discussions will also allow a lawyer to foresee potential problems and future-proof your terms to protect your business further. 

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A generic contract may offer you very little protection. For instance, the agreement may need to address your business’s risks appropriately. There may also be particular niche disclaimers about your services that a lawyer can only understand upon speaking with you and taking your instructions. 

3. You Must Be Comfortable with the Contract 

While a lawyer can draft your contract to protect your best interests, your business must understand and be comfortable with it. The contract must also accurately reflect how you will deliver products or services.

As such, it is always important to review a draft contract, make sure you understand it, and ask any questions you might have so you are clear on them.

You must ensure you are comfortable and can comply with the contract a lawyer drafts.

For instance, this will include ensuring that:

  • you will be able to deliver the obligations defined in the contract. Otherwise, you could be in breach, and your customers could have various legal remedies against your business; and
  • you are comfortable with vital commercial terms, such as payment terms. For instance – do you require payment upfront before you can begin work? If so, the terms will need to reflect this. 

By giving your lawyer input and reviewing the contract, you can ask questions and remove any contract terms you are uncomfortable with. 

What Is the Best Approach for Working With My Lawyer?

Whilst you can heavily rely on an experienced commercial lawyer to protect your best interests, an open and collaborative approach is best practice.

You should work with your lawyer in collaboration to ensure that you:

  • provide full details of your business activities and the commercial realities of trading – for instance, your ideal payment terms and customer default remedies;
  • explain your pain points to your lawyer (what are the key risks your business faces when trading, and how can your contract help mitigate these risks?); and
  • offer details on your contracting process and customer base. By understanding your customer base and their priorities, your lawyer can offer guidance on the quickest and easiest way to agree on contracts. 

Armed with this information, your lawyer can use their expertise to draft robust contract terms tailored to your business to protect you from risk. 

Key Takeaways

Whilst a lawyer could draft a contract without your input, this approach comes with risk and is not advisable. Each business is unique, and its objectives and risks must be addressed in its contracts. Investing in well-defined and bespoke contracts which align with your business objectives is vital. A lawyer can help you with this if you can provide your input by engaging in discussions with your lawyer, reviewing their proposed contract terms and discussing any issues and questions with them openly. This approach will also enable a lawyer to get to know your business, help support you with facilitating smooth transactions and protect your business from risk in the long term. 

If you need legal advice or help with a contract, LegalVision’s experienced contract lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 0808 196 8584 or visit our membership page.

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Sej Lamba

Sej Lamba

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