As lawyers, it is very tempting to beg, borrow or steal a contract template from anywhere, change few particulars and pass it on to the clients. Very few bother about putting in efforts and customising the template to suit client needs and intricacies of the present assignment.
However, blindly using the cut-copy-paste method in contracts is fraught with danger and can lead to blunders and perils.
Here are a few potential issues:
1. Incorrect / Incomplete Information.When copying and pasting without careful review, there is a risk of including incorrect or incomplete information. This can result in ambiguity, inaccurate figures, or missing sections, which may lead to disputes or legal challenges.
2. Lack of Harmony. There may be no harmony in different provisions leading to ambiguities and inconsistencies throughout the contract. If contract sections or clauses are copied from different sources without proper scrutiny, inconsistencies in terms, definitions, or obligations are bound to find a place. This leads in create confusion and makes it a tough nut to interpret the contract's intended meaning. For example, the provision heading may be 'Section', 'Article' or 'Clause' at different places or the same party may be addressed as 'he', 'she' or 'it' at different places.
3. Useless information. Unless you pay attention, not all provisions of a contract may apply to another one. A contract with international parties or listed companies will definitely require provisions different for domestic parties or unlisted entities respectively. Similarly, some provisions which apply to corporate entities as parties may not apply to individual parties. Lot of such provisions may be unnecessary and counterproductive.
4. Invalid or Outdated References. Copying and pasting without verifying references to laws, regulations, or external documents can lead to invalid or outdated information. This may result in non-compliance with applicable legal requirements or reliance on obsolete provisions.
5. Missing Out. Contracts require customization to reflect the unique requirements of a specific transaction or situation most of the times. Blindly copying and pasting without tailoring the provisions can overlook crucial details that are essential for the parties involved which retaining the ridiculously non-applicable ones.
6. IPR. Using blind cut-copy-paste in contracts may inadvertently include copyrighted material from external sources without proper authorization or attribution, leading to potential intellectual property infringement claims. Play at your own peril.
7. Embarrassment and loss of repute. Never assume that your client or the other party are idiots and ignorant. On a reasonably close scrutiny, any of the above flaws can be easily found out – you bear the reputational risk and loss of face, cutting a sorry figure once and for all. Remember, "Put Mine" in Supreme Court of India pleadings a few months back?
To mitigate these risks, it is crucial to exercise diligence, review and edit the copied content carefully, and consult legal professionals when necessary.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
