- Tie payments to objective, verifiable triggers
- Judge a contract by how it handles failure, not success
- Every unallocated risk lands on someone — know who
- The dispute clause matters most exactly when it's too late to change
- If it isn't written in the contract, assume it isn't part of the deal
Most contract disputes don't come from bad faith. They come from good-faith parties who signed a document that didn't say what they thought it said. Before you sign your next significant agreement, walk through these five questions — they cover the majority of problems we see in commercial litigation.
1. What exactly triggers payment — and what can delay it?
"Payment within 30 days" sounds clear until you ask: thirty days from what? Delivery, invoice, acceptance? Who decides whether acceptance has occurred? Vague payment triggers are the single most common source of commercial disputes. Tie every payment to an objective, verifiable event.
2. What happens if the other side simply doesn't perform?
Read the remedies clause as if the relationship has already gone wrong. Can you terminate? After what notice? Are damages capped — and is the cap an amount you could actually live with? A contract that works beautifully when everyone performs tells you nothing about its quality. The test is how it behaves in failure.
3. Who bears the risk of things neither of you controls?
Force majeure clauses were an afterthought until recent years made them front-page terms. Look at what events excuse performance, what the affected party must do (notify, mitigate, resume), and whether prolonged disruption lets either side exit. Then look beyond force majeure: price escalation, supply failure, regulatory change. Every unallocated risk defaults to someone — make sure you know who.
4. Where — and how — will disputes be resolved?
The dispute resolution clause reads as boilerplate until you need it, at which point it may be the most important paragraph in the document. Courts or arbitration? Which jurisdiction's law? Which venue? For cross-border agreements especially, an unfavorable forum can make a strong claim practically unenforceable.
5. Does the written document match the actual deal?
Most contracts contain an "entire agreement" clause: everything discussed but not written down is legally gone. That reassuring email about flexibility on delivery dates? If it isn't in the contract, it likely doesn't exist. Before signing, check the document against your understanding of the deal — not the other way around.