Are you bound to a business document you didn’t read? Generally, yes, but there are a few limited exceptions to this rule, however, sophisticated business people generally do not want to gamble on such exceptions.  This article is not intended to provide legal advice or to form an attorney-client relationship; it is only meant to provide general information on the topic of commercial documents.  Each situation involving business documents uniquely rests on those facts and circumstances, but experienced business people not only thoroughly review proposed and important agreements, they consult with a good business attorney to ensure that their rights and interests are adequately protected and that they fully understand the ramifications of the terms so they can make the critical business decision to sign or not.

Under Florida law, contracts are ordinarily required to have three legs upon which they must stand; they must contain an offer, must be accepted, and importantly they must have consideration.  Not all contracts must be in writing, but logic dictates that without a writing the challenge of determining critical components, such as the terms and the performance of each party, is substantially increased.  Thus, the easy solution is to document agreements in writing.

That said, must an agreement be a formal, lengthy writing with arcane legal terms that only an 18th Century English literature scholar can understand?  No.  A writing that can define the parties’ rights and obligations and be deemed a contract can even be an e-mail exchange, however, unless you possess the knowledge that competent, experienced business attorneys have, you may create expensive and complex legal problems later by undertaking the crafting of an agreement by yourself.  Further, seeking advice from outside counsel on a proposed agreement or document can benefit a business by providing objective advice that can result in a more robust and stronger agreement and even reduce costs in the event of any later disagreement.

Florida law and Florida’s courts generally deem those involved in any business enterprise to be sophisticated individuals.  That being the case, it is prudent to adopt a business strategy where counsel reviews proposed agreements as part of the business’ due diligence process in any transaction.  Also, by so doing, managers, officers, and directors of an entity can insulate themselves to a degree from claims of malfeasance by the members or shareholders of the entity.  The Law Office of David Steinfeld is available to provide competent and expert counsel and drafting to your business on proposed agreements and existing agreements, including, but not lmited to contracts, leases, non-disclosures, non-competes, website terms of use, and other important legal business documents.

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