Vinay Industries is a recognized leader in the manufacturing of plastic and metal products that serve a multitude of industry suppliers including the construction sector. The company has been supplying advanced construction equipment since 1984. The company’s product lines include formwork, scaffolding, steel and aluminum products, and material handling equipment. The mechanics of Vinay’s products are a marrying of meticulous manufacturing techniques with a mind for efficiency and productivity. Top quality is the standard for every product manufactured by Vinay.
Manufacturing precise products and erecting them on time in a manner that does not exceed the client’s budget is critical to Vinay’s success in its business. Arguably, the most detailed and important documents that Vinay employs in achieving that success are its contracts. A contract sets out the framework for agreed upon conditions between parties. Like Vinay’s products, contracts need to be flawless since any defect or incorrect measurement can result in costly delays and excess production costs.
Entering into any contract is like bringing a piece of machinery into the factory. If the machinery breaks down, the production stops. Likewise, a poorly drafted contracts tina stark can result in the same scenario. So what value is there to contracting? Enter Professor Tina Stark. She is a lawyer and teaches business contract drafting to law students and attorneys at the New York Law School.
Stark has an artful approach to drafting contracts. Unfortunately, companies like Vinay have often spent years honing their craft and have relied on a tradition of historical and standard language within a contract. Stark rightly notes that this will often not suffice. Contracts must be custom prepared. Custom prepared contracts tend to be more precise and therefore, less risky for the parties involved.
Stark highlights the following points of her contract preparation strategy:
- The precision needed for drafting contracts is not much different than the precision Vinay employs in designing its industry leading construction products. Give an employee a measuring tape and it is likely he or she will measure down to an eighth of an inch. Give an employee a computer and they are likely to measure down to the nearest hundredth of an inch. In either instance, the employee has a propensity to look for the exact number. A contract should be treated no differently.
- Construction contracts contain specific features that one should be aware of in order to make the most use of their contract and to protect themselves from risk. Those features are:
Professor Stark offers a few cornerstone sentences to remember when designing a contract. “Don’t write as if you know everything!” and “Start with the consequences of a breach.” A common example of when a contractual phrase or term comes back to haunt a party is during a breach. Suppose Project Manager robbed the product yard on a construction site and sold the materials to a competitor. However, Project Manager had informed everyone involved on the job that they were bad materials that were not going to be used. The construction contract between Vinay and the company required that Vinay provide top quality materials and would be liable for any damages if the contractor failed to do so. However, because the contractor knew the material was not being used, it is unlikely that Vinay would be liable for a breach of contract.
In a perfect world, every contract would be expertly described and prepared. However, one quick way to reduce risk in a project is to look for the five essential features of any clear contract as identified by Tina Stark:
The more precise a contract is drafted, the more specific it becomes. Unlike a general understanding of a product, an expert understanding requires such a level of detail and specification that only the most precise manufacturer can accommodate. If Vinay Industries follows Tina Stark’s Tips for Artful Contract Drafting, it, and others like it, will continue to find themselves at the forefront of their industry.
For more information on contract law, you can visit the Wikipedia page on Contract Law.