CONTRACT DRAFTING AND NEGOTIATION FOR ENTREPRENEURS AND BUSINESS PROFESSIONALS

From an experienced transactional attorney, a handbook on business contracts and negotiations. 

A former Securities and Exchange Commission and in-house attorney, debut author Swegle provides a clear methodology to understand and analyze business contracts in this exceptionally useful book. First, he examines in detail the language in each section of the typical contract. He next discusses problems that may not appear obvious to the novice contract reader, like how to respond with effective revisions and when to push for new language (revisions are discussed from the viewpoints of both the seller and the buyer). Even an “errant comma” indicating whether a clause is restrictive or nonrestrictive can lead to litigation. “Unfortunately,” the author warns, “Many contract drafting traps are invisible to non-lawyers.” Written in a clear, straightforward style, this book packs in a great deal of detail in a very small space. Other competitors in the business law field may try to engage the reader through authorial hand-holding; Swegle doesn’t. His plainspoken, direct approach places the emphasis where it belongs—writing contracts that protect the interests of both seller and buyer. Swegle also advises on issues that are clarified in one contract section but lurk hidden in another: “The interplay among performance obligations, representations and warranties, disclaimers, limitations, and indemnification is like a complex game of whack-a-mole.” This guide, unlike others in the field, has no sample contract to serve as a demonstration of the author’s understandings and applications. Rather, the author’s decision to discuss step by step each contract section, analyzing as he goes, proves effective in showing how to negotiate key contractual issues through examining and responding to specific language. There is also no conclusion that might either help a reader reflect on what has gone before or provoke further thought; after discussing Declaratory Judgments, the discussion simply stops.

Contains minor flaws but provides indispensable insight into contract writing and negotiation.