International Contracts and Why What You Think ‘Can’t Hurt’ Usually Does Hurt
International lawyers are often pushed by clients from common law countries (even more often by their in-house lawyers) to include common broilerplate contract provisions even in countries where they make no sense, writes Dan Harris for Harris Bricken’s China Law Blog.
He explains: “These people/lawyers are simply uncomfortable with contracts that do not include such terms. When we tell them that such provisions are not needed, their response is often, ‘well, it can’t hurt.’ But it can hurt.”
He discusses such Western-style contract staples as representations and warranties, effective date, counterparts, complete agreement, no oral modifications, good faith, headings and titles, third-party beneficiaries, and severability.
The article explains the potential drawbacks of using these clauses in contracts outside common law countries.
