Contract liabilities under law refers to the responsibility of parties for the obligations, debts, and legal claims that may result from the contract. Before signing any contract, it's important to understand whether you and your business are liable for its obligations.

Liability in Contract Law

Why Is Familiarity to Contract Law Important for Sole Proprietors and Partnerships?

Sole proprietors and partnerships owning small businesses need to have a good understanding of contract law as both companies, and their owners are personally liable when they enter into a legally binding contract.

The Significance of Terms and Conditions

Can Terms and Conditions Invalidate a Contract?

Terms and conditions can render a contract invalid, just as they can enforce a contractual obligation.

Explicit Conditions

Explicit conditions are clear and specific conditions written into the contract to define the intentions of the parties as well as the timing of the agreement.

Why Should Conditions Be Written Clearly and Specifically?

It's important for conditions to be written clearly and specifically to avoid interpretations which may be different from the original intent of parties.

Contract Defenses

What Is the Purpose of Contract Defenses?

The function of contract defenses is to protect parties from misrepresentation of facts, unfair negotiation tactics, and coercion.

When Is a Contract Invalid?

A contract is invalid if a court establishes the following regarding the agreement:

  • Misrepresentation of facts in the terms and conditions.
  • The provisions of the contract are unfair.
  • The other party was compelled to sign the agreement hastily. For example, a buyer who was forced to sign a purchase agreement without reviewing the conditions of the contract with their attorney or a contract that willfully hides a material truth can be used as a defense to invalidate an executed contract.

What Is the Purpose of Contract Defenses?

Contract defenses qualify the contracting parties to enter into an agreement legally. For example, a contract signed by a minor is invalid from inception.

Breach of Contract

What Is Breach of Contract?

Breach of contract occurs when a party fails to fulfill its contractual obligations.

Does Every Breach Give the Injured Party an Immediate Right to Sue for Damages?

No, not every breach provides grounds for the aggrieved party to press charges for damages.

When Are Damage Claims Recoverable?

Most times, the injured party can only recover damage claims for a material breach. A material breach is one that is severe enough for contract cancellation.

For instance, you hired a painter to give your fence a facelift and specified the color. However, the painter bought low-quality paint of a different color and even painted the wrong place.

How Is A Breach Determined as Material or Non-Material?

To determine whether a breach is material or non-material, a court will evaluate the effect of the action on a fundamental aspect of the contract or whether the aggrieved party got something different from what was promised.

Limitation of Liability Protections

How Can Potential Damages Be Limited?

By writing a limitation of liability clause into all your contracts, you can limit the potential damages to you and your business in the event of a contract case.

You can also reduce your potential damages by demanding a fair limit during the negotiation process. Also, be sure to give the clause a separate section in the contract, and ensure you have valid documentation to prove that the amounts stipulated in the limitation of liability clause were agreed upon during negotiations.

When Are Limitations of Liability Clauses Recognized and Enforced?

Limitation of liability clauses are enforceable in most states as far as the condition was approved during negotiations and it is written in a clear and concise language.

Presentation of Contract Assets and Contract Liabilities

What Is an Important Component of Accounting Standards Codification (ASC) 606?

One vital component of the ASC 606 is that it offers a guideline on the appropriate procedure for presenting balance sheets items which were added during contractual agreements that involve revenue.

How Should Balance Sheet Items Generated Be Presented?

Balance sheet items generated by contracts involving revenue are presented as contract asset or contract liability.

Contract Asset

This refers to the rights of an entity to receive payment for goods and services it has supplied a client where the payment is dependent on fulfilling another obligation.

Contract Liability

A contract liability refers to the obligation of an entity to supply goods and services to a client in the event of any of the following:

  • The customer advances consideration.
  • The duration of the client's consideration for goods and services the entity has not supplied.

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