Important Contract Topics

Two people reviewing maritime financing paperwork

I am often called upon to draft or review contracts between my clients and others. I am frequently appalled at the lack of clarity and completeness in many contracts I review. It is no wonder that the vast majority of business disputes involving an alleged breach of contract require the Court to step in and determine the parties intentions and remedies. The contracting parties lose control of their own intentions and agreement when that happens. The following list of topics should be discussed and drafted with specificity in almost every contract.

  • The Caption
  • The Parties’ Intent (Recitals)
  • Definitions
  • Each Party’s Obligations
  • Pricing
  • Acceptance
  • Assignment
  • Modification
  • Waiver
  • Termination for Convenience
  • Termination for Cause
  • Effect of Termination
  • Remedies for Breach
  • Express Warranties
  • Disclaimer of Warrranties
  • Limitations on Liability
  • Indemnifications
  • Severability
  • Survival
  • Force Majeure
  • Intellectual Property Protections
  • Insurance
  • Notices
  • Confidentiality
  • Entire Agreement
  • Governing Law
  • Venue
  • Authority to Execute
  • Execution in Counterparts

We all hope for the best, but must prepare for the worst. A well drafted contract which accurately reflects the parties intentions and provides a clear understanding of the remedies available to each party upon breach will help the parties avoid lost production, as well as substantial attorneys’ fees and court costs.

Michael Wales is a Maritime Law Attorney in San Diego, California. Mike also owns AGL Yacht Sales, Inc., a San Diego Yacht Brokerage, with his wife Leilani Wales. For assistance with any maritime legal matter you may contact Mike at or at 619.493.1700. For information on brokerage boats please visit