Keeping Things all in Context

July 10th, 2009

[Note: I have taken about a 5 month hiatus from this blog and am suitably refreshed and ready to get back in the habit.  This is a copy of a newsletter I sent recently.  I hope you enjoy it.]

I worked through a complex contract recently where the other side had heavily revised my client’s standard form agreement. A number of terms were extremely important, and others less so.

I got to one paragraph about shipping requirements and rolled my eyes slightly when I saw that the other side had changed our “FOB origin” term to “FOB customer’s facility”, meaning that my client would be on the hook for lost property until the goods reached the customer’s facility.

The same day, I found the amazing photo below on the Web, courtesy of Clay Shirky‘s Twitter page.


It was a timely visual reminder that much as we might like to take things like shipping for granted, we can’t always count on them.

With that in mind, I looked at the full context of the agreement:

*Do we have insurance to cover these kinds of losses? Yes- good.

*Does the agreement have “time of the essence” language, liquidated damages clauses or other penalties that could apply here? No- terrific.

Knowing that, we determined that this point was not likely to have major repercussions and we could focus on other terms in the deal.

The lesson? Context matters, and little points can turn into big ones if we don’t look at everything together. Great photos help.

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