Reviewing snow contracts isn’t something most people enjoy or have expertise with. Yet, they are a critical aspect of any snow and ice management service provider. Before we get to the how, let’s take a look at when to review contracts.
September 10, 2024 | Phil Harwood, Snow Plow News Guest Editor
How and When to Review Snow Contracts
Reviewing snow contracts isn’t something most people enjoy or have expertise with. Yet, they are a critical aspect of any snow and ice management service provider. Before we get to the how, let’s take a look at when to review contracts.
First, a contract should be reviewed when it was drafted by someone else. If you or your business attorney didn’t draft the contract, it may not have been drafted with your best interests in mind. Because of this, these contracts should be reviewed to scrutinize each contract provision, seek clarification of provisions that are unclear, and suggest changes. You should only sign a contract after you’ve decided you can live with the final language.
Second, a contract should be reviewed when it’s yours but hasn’t been used recently. This may be a contract template that hasn’t been used since last year. It’s always a good idea to carefully review these contracts for revisions, since a lot can happen in a year. Changes in your business model, risk tolerances, regulatory environment, and many other considerations come to mind. Also, every time a contract is reviewed with a critical eye, there is an opportunity to correct mistakes, typos, and grammatical issues.
Third, a contract should be reviewed when it is up for renewal. Many times, there is a tendency to simply reuse the existing contract for fear of jeopardizing the renewal itself. This is a valid concern but it is still a best practice to go through the review process to see if there are changes that should be made; ones that really shouldn’t be ignored. Blindly reusing a contract without considering modifications is not a sound business practice.
How to Review a Snow Contract
Now let’s look at how to review a contract. It’s a common misconception that a client’s contact is a “take-it-or-leave-it” proposition. This is not true. Contract language is often negotiated, just like prices are. But it does require a review of the contract and a willingness to engage in negotiation over contract provisions. You are more likely to win the negotiation if you offer alternative contract language along with a reasonable explanation for the alteration.
Start by reviewing the readability of the contract. Some contracts are essentially unreadable, written in “legalese,” with archaic language, bewildering provisions, and never-ending sentences. For example, take a look at this termination clause:
Unless otherwise excluded by this agreement, the aforementioned parties hereby agree and understand that either party shall provide no less than thirty (30) days notice to the other party, its assigns, successors, transferees, agents, with or without cause, by written communication, such communication received by said party by mail, facsimile, or electronic messaging, including but not limited to email, text message, or other reasonable method recognized by industry practices.
This clause could have simply read: Either party may terminate this agreement with thirty days written notice. Both of these sentences say the same thing – 11 words versus 69. Which version do you prefer?
One of my clients recently sent me a contract provision to review because they couldn’t decipher it. The first paragraph consisted of one sentence that ran on for 222 words. Even worse, the object and verb were separated by 48 words. This nightmare of sentence was only understandable after carefully dissecting it to parse out its hidden meaning. This is legalese in its worst form.
Everyone involved in the contracting process has an opportunity to replace outdated, poorly-written contracts with those written in plain language so everyone can understand them.
Review Your Templates
Take a look at your contract templates. Are they in need of revision into plain language? Are you signing contracts written in legalese that you don’t understand? If so, don’t just accept the status quo. Expect contracts to be written in plain language. Ask for explanations of provisions that aren’t understandable. And revise your contracts so that you are promoting the plain language movement.
Aside from legalese, look for missing contract provisions. Oftentimes, expectations are unclear due to missing provisions that would have otherwise clarified the dispute. Who is responsible for monitoring site conditions between storms, for example? Who is making decisions about when to mobilize and what strategy to employ? When are you getting paid? These commonsense provisions are somehow missing in many contracts.
I’ve assembled a comprehensive checklist of snow contract provisions. If you’d like a copy, please contact me. You may reach me at phil@snowfightersinstitute.com.
Now go forth.