by Kate Hiller, Legal Services Team Manager
When our clients have a contract that they need, they often come to us with an idea of what they want but it is worth remembering that they may not know what is involved in getting a contract over the line. Drafting or reviewing a contract is only part of the process to lead to it being signed and completed.
Here are some handy tips we are sharing with clients to help them avoid delays and know what to expect:
– Authority – they will need authority to enter into a contract. Sometimes that authority may come from Members or sometimes it can already be delegated to officers under their constitution. We would always advise clients to make sure they know who has authority to authorise entering into the contract and how they are going to get it, before getting in touch with us. The last thing we would want is to wait until the contract is about to be signed and find they don’t have their authority!
– Drafting or review – depending on the value, clients may have a contract provided to them from a contractor or through a framework for us to review or they may need a contract drafting for them. This is something that we can discuss with clients when they first get in touch. Once we have reviewed or drafted a contract, there may be points to follow up and think about, for example:
– Do they have the right insurances?
– Can they meet any timeframes under the contract and/or cost requirements?
– Does the contract cover what they want it to?
– Negotiation – when the client has a contract that they are happy with, we will, of course, need to share it with the contractor (either through their solicitor if they have one instructed or direct from the client). We remind clients that just because we are happy with it, it doesn’t mean the other side will be! There may be some back and forth to get to a compromise that both sides are happy with and it is worth them factoring that into their timeframe.
– Agreed draft – once all points under question have been resolved, we should have an agreed draft. It is at that point that we will need to confirm that the client has all their required approvals in place to get the contract signed.
– Signing the contract – at NWL Legal we now sign most of our contracts electronically through e-signing software. It is a more efficient and environmentally friendly way to complete contracts but it does take time to upload all the documents, particularly if it is a large contract. We are happy to arrange for clients’ contracts to be signed this way but it is worth factoring in that it may take time to pull it altogether, although it should be relatively quick for signatories to sign once it is sent out (subject always to their availability).
– Dating a contract – once the contract has been signed by all parties, it needs to be dated to be completed. Where the contract is signed through our e-signing software, we will arrange for it to be dated at the right time. If a client is arranging signing themselves, then we would remind them to make sure that they only date it once all parties have signed and it must be dated with that day’s date (they shouldn’t be backdating it). It is always worth flagging that the date of the contract is when it has legal effect and the parties become contractually bound, it does not prevent a contract having an earlier start date which should be set out in the contract itself.
Once the contract is completed, we will keep a copy on our legal files (provided that we have been sent a copy, if not signed through us). Then it is back over to the client to remember that it is their contract to follow and manage, we are just the conduit to get them to that point!