Agreement Analysis

Agreement analysis (legal expertise): this means checking its terms to identify any risks on our principal's part in a timely fashion. One can conduct an analysis on one's own, but we always recommend having lawyers handle this issue.

When might an analysis of a ready agreement be necessary?

1. An agreement is “wordy”. It features lengthy phrases with endless legalese and officialese. You’ve undoubtedly found yourself lost and aren't sure whether you understand the meaning of what has been stated.

In the agreements they develop, some companies, especially banks, deliberately abuse this, rendering a text hard to understand while copying legal norms. Instead of communicating information in simplified form to the end user, the writers use wording envisaged by law. Sometimes the terms are expounded in such a way that their entire meaning is lost. By piling up phrases, it becomes difficult even for a lawyer to pick apart. As a result, the reader feels vulnerable to the author of such a document.

Let’s look at an example of a tricky (but also not the most complex) agreement clause:

“In the case of the Product's actual existence for which an order has been placed and its execution is possible, the Contractor obliges, by the date of the end of the next day after the day that the Contractor receives the order from the Customer, of the business day counted according to the location address of the Contractor, to respond to the order by way of confirming the order via the corresponding action on the Contractor's dashboard and/or to the e-mail address of the Customer, as indicated in paragraph 10 of the Agreement.”

Put simply, what this item means is that if a product can be delivered, the contractor shall notify the customer of that via their dashboard or via e-mail within 1 business day following the date that the order has been received.

2. A party to the agreement envisages for themselves the most advantageous terms: they set a low amount of penalty fines in the event that they violate their obligations and high fines in the event that the contractor does so. Recognizing traps isn't easy due to the vague or gaudy wording. Explanations are required along with your own rewording of the items you're unhappy with and proper defense of your position;
3. An agreement must be checked for whether the terms and conditions correspond to the laws in effect. Salaried lawyers at companies don't always read over standardized agreements and look out for changes within the law to enter corrections to the templates they have on time.

Sometimes there is no salaried lawyer on board at all, so companies operate using templates developed by outsourced lawyers for years or even ones that they've downloaded off the Internet. As a result, their agreement terms are based on obsolete, invalid provisions of the law.

A bad agreement is like a mine that slows down operations. Everything's well and good while things are going fine and nobody reads much into it, but as soon as a dispute arises along with the prospect of court actions, the agreement is picked at and they begin to discover some interesting things: that none of this is valid anymore, that they haven't done that for a long time, that they aren't obligated to do this at all, since they verbally had some different agreement.

To avoid finding yourself in a situation such as this and to make sure you can be confident making statements in court, we recommend taking the time to have legal expertise conducted whenever you decide to conclude any agreements.

We offer on our part:

• a detailed study of the text of your agreement;
• a discussion of the purposes of a transaction and the interests of each of the parties;
• checking the agreement's correspondence to the laws of the Russian Federation;
• identification of any risks and disadvantageous provisions for the principal;
• explanation of the meanings of agreement provisions.

Write us a message today at: law@pravoislovo.ru