Blog posts: contract law

Is this document 100 per cent legal?
Submitted by Alasdair Taylor on Sat, 22/12/2018 - 07:35

Clients who are new to legal documentation and may be unfamiliar with the operation of commercial law will sometimes tell me that they want a document that is "100 per cent legal" or similar. However, it is usually not possible to guarantee absolute legality and it may not be even be desirable. It all depends upon what they mean by "legal". There are several different ways in which a legal document may not be legal.

Legal area:
contract law
data protection law
How I approach cloud contracts negotiations
Submitted by Alasdair Taylor on Sun, 01/07/2018 - 10:14

I’ve been negotiating the legal aspects cloud service contracts for over 15 years. In most negotiations, I represent an SME vendor selling to a corporate customer. In this post, I highlight the principles that inform my approach these negotiations.

Legal area:
contract law
SaaS reseller agreements revisited
Submitted by Alasdair Taylor on Tue, 14/07/2015 - 13:05

Back in October 2012 I wrote this post on the different relationship models that may be used in software-as-a-service (SaaS) channel partner agreements. To my surprise, the post provoked quite some interest. Since 2012, I've drafted and negotiated many more such agreements. Nonetheless, I still find that SaaS reseller agreements can be tricky; and if the initial approach isn't right, you can waste a lot of drafting and negotiation time.
Legal area:
contract law
information technology law
10 key facts about English contract law
Submitted by James Normington on Tue, 02/04/2013 - 16:26

Contracts occur in every business. It might be as simple as the agreement with the milkman to deliver the milk and your obligation to pay for it, or it might be an order you made with a major supplier. There is one thing which you can be certain of, which is that you don’t want to find out there is a problem with your contract when you are walking through the door of a courthouse with a disgruntled person on the other side.
Legal area:
contract law
7 deadly sins of contract drafting
Submitted by Alasdair Taylor on Tue, 14/08/2012 - 08:58

Every contract lawyer has his or her drafting bugbears and hobby-horses, problems that they look for – and frustratingly find – time and time again in other lawyers' contracts. This is my list. Not all of these sins are really deadly. Some are merely embarrassing. Some I commit myself, sometimes deliberately. Others, however, carry real risks for clients and lawyers.
Legal area:
contract law
Contract contraction: is short the new long?
Submitted by Alasdair Taylor on Thu, 02/08/2012 - 10:18

In the early part of my legal career, most of the clients I worked for were lawyers or legally trained, and a 50 or 500 page contract was nothing special to them. Most of SEQ Legal's clients aren't lawyers, and I'm sometimes asked about the size of legal documents. Do they really need to be so long? Contractual documents prepared by those without any legal training often take the form of a handful of statements about the commercial fundamentals: the contract price or charges, and the service or goods being provided. Isn't that enough?
Legal area:
contract law
Non est factum in the 21st Century
Submitted by Alasdair Taylor on Thu, 28/06/2012 - 16:45

Pottering around in some of the dustier corners of the law of contract this morning, I happened on the doctrine of non est factum ("it is not my deed"), a species of mistake I haven't given any thought to since law school. The doctrine was developed by the English courts to protect those who signed legal documents mistakenly. Where the doctrine applies, a person who mistakenly signs a contract or deed is not bound thereby. The classic situation involves a blind person who executes a document after it had been incorrectly read to him or her. As well as the blind, the doctrine may protect anyone who – through no fault of their own – has no understanding of the meaning and effects of a document: the ill, the infirm, those of low intelligence, the seriously under-educated, and those unable to understand the language of the document.
Legal area:
contract law
Contracting with children under website T&Cs
Submitted by Alasdair Taylor on Thu, 07/06/2012 - 16:48

Many websites are aimed at children, and many that aren't aimed at children are used by them. Although not all website operators seek to enter into contractual relationships with users, many do; and there lies a problem. The general rule of English law is that individuals under 18 years of age - minors in the legal jargon - are not bound by any contracts that they may enter into. In some circumstances, even where the child is bound, such contracts are voidable at the option of the child.

Legal area:
contract law
Software development agreements: a checklist
Submitted by Alasdair Taylor on Wed, 16/05/2012 - 11:48

Drafting a software development agreement? Then check here to see if you've missed anything. This checklist is designed to help those new to software development agreements ensure that they have considered the principal issues that a typical agreement should cover. It also provides a little guidance as to the different approaches to some of the the issues.
Legal area:
contract law
information technology law
Identifying the parties to a contract
Submitted by Alasdair Taylor on Tue, 15/05/2012 - 11:22

The first thing I learnt as a trainee lawyer is that the parties to a contract should be properly and unambiguously identified. I spent the next few years learning that non-lawyers routinely elide this principle - to the benefit of no-one, except lawyers. If you don't properly identify the parties to the contract, who can enforce it? And against whom can it be enforced?
Legal area:
contract law