I have fielded several phones calls lately with the same lament: “The contract I signed is not what the supplier promised.” I am sure you have heard the phrase “My word is my bond”, today that really means “Your contract is your bond”.
Most contact boilerplate contains a clause that says the contract supersedes any prior discussions that took place prior to executing the contract. This means that you need to make sure the contract accurately reflects the party’s intent. If a problem arises later, in most instances, the contract language controls and prior discussions are meaningless.
Don’t assume the contract merely memorializes your agreement, more often than not, you will find there are important details that need clarifying. For example, you may have understood the purchase price was paid in installments. If the executed contract says the purchase price is paid in cash at closing that language will control and the prior discussion is meaningless. That is why its so critical that you make sure all the letter of intent items are properly memorialized in the contract.
Justin Daniels
