FROM DEAL TO DISPUTE: WHY CONTRACT CLARITY MATTERS

Written by April Vincent^* and Robyn Frick^**

In the world of business transactions, good drafting can make or break a deal. Your authors are former law firm colleagues with substantial business litigation and transactional experience. Robyn is now a mediator who frequently works with parties entangled in business and contract disputes, and sees firsthand how ambiguity, assumptions, and overlooked details in written agreements evolve into lawsuits. April, a former securities and transactional attorney, is a Dean and full-time law professor who teaches Contracts and Transactional Drafting, focusing on the front end of legal practice. While transactional attorneys aim to prevent problems before they arise, certain recurring drafting mistakes continue to lead parties into litigation.

This article explores common contract drafting pitfalls, using real-life examples from our professional experiences to underscore the importance of precision.⁰¹ It also offers tips for attorneys seeking to avoid contracting missteps based on law and practice. Lastly, we take a brief look at how mediation can step in as a valuable safety net when contract drafting misses the mark, helping parties resolve disputes without litigation.

I. AMBIGUITY IN TERMS AND SPECIFICATIONS