15 Questions About Business Contracts

Enforceable contracts require offer and acceptance, consideration (something of value exchanged), mutual assent, capacity of both parties, and legality of purpose. Written contracts are not always required but are strongly recommended for any significant business relationship.

Scope of work, payment terms, indemnification, limitation of liability, termination provisions, dispute resolution, and confidentiality. Our litigation-informed approach stress-tests each of these against real disputes.

Templates provide a starting point but rarely address industry-specific risks, state-specific enforceability requirements, or the nuances of your business relationship. The ABA reports that template-based contracts are involved in the majority of contract disputes.

Indemnification is one party's obligation to compensate the other for losses caused by specified events. Without clear indemnification provisions, recovering damages from a breach requires litigation, which is slower and more expensive.

Remedies include monetary damages, specific performance (court-ordered completion), contract termination, and injunctive relief. The available remedies depend on the contract's provisions and the nature of the breach.

Limitation of liability caps each party's exposure, typically to the contract value or a multiple thereof. These provisions are enforceable in most business-to-business contracts in both Idaho and California.

Force majeure excuses performance when extraordinary events prevent fulfillment. Post-pandemic, courts scrutinize these clauses carefully. See our Contract Drafting Guide for current best practices.

Before signing any agreement with material financial impact, including vendor agreements, client contracts, leases, partnership agreements, and employment contracts. The cost of attorney review is a fraction of the cost of a contract dispute.

Non-competes restrict a party from competing with the business after the relationship ends. Enforceability varies dramatically: Idaho generally enforces reasonable non-competes, while California prohibits them. See Employment Agreements.

Oral contracts can be enforceable but are extremely difficult to prove. Under the Statute of Frauds, certain contracts including real estate transactions, agreements lasting more than one year, and goods over $500 must be in writing.