Oh shoot, you think, why not just a handshake? The deal is closed and now they want me to sign a contract? Kids to pick up, meetings to make, bankers waiting and you figure you'll just sign and if there's a problem you'll get out of it by saying you didn't read all that "fine print." That'll work, right? Nope, nearly never. In this maritime lawyer's experience, I've never encountered a court that'll accept such an excuse making it important you have a plan for spotting a contract's troubled waters. That plan should begin with having an admiralty attorney on speed dial - I am with lots of folks and I'm much happier piloting them around ugly shoals than salvaging their problem. The other part of the plan might entail looking for these five warning flags:
1. Does the contract contain a choice of law provision? If so, take care to speak to your admiralty attorney to make certain the intended legal regime is acceptable.
2. Does the contract contain an indemnity provision? If so, speak to your maritime counselor to understand the extent/nature of your obligations.
3. Does the contract waive subrogation? If so, call your maritime lawyer to understand whether this provision might impact your insurance coverage.
4. Does the contract contain an arbitration term? If so, ask your admiralty lawyer for his or her comments regarding the plusses and minuses of arbitration.
5. Does the contract contain a termination clause? If so or if not, speak to your maritime legal folks to make sure that it is adequate and/or if termination language needs to be included.
This is but five items of many, many key issues that can prove important and/or problematic in a contract. I'm always of the frame of the mind that if the deal is good, no one should mind you taking the "fine print" home to give it a read.
Underway and making way.
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