Negotiating, drafting and reviewing contracts are processes fraught with ethical issues. Negotiations sometimes require zealous advocacy, taking maximal positions; other times, they require delicacy and balance.
Reviewing and drafting complex contracts is a similar ethical minefield. If you discover that the draft of a contract contains materially incorrect assumptions about the law but which will benefit your client, do you have the duty to disclose or correct the error? In the same way, if the contract contains faulty assumptions about material facts, must you disclose those faulty assumptions? And how do these rules apply when drafting a contract?
This program provides a real world guide to the ethics of negotiating, drafting and reviewing contracts.
- The law – when you know a counterparty has made faulty assumptions benefiting your client, must you say?
- The facts – when a counterparty makes faulty factual assumptions, must you correct?
- Ethics and rescission – are you ever ethically obligated to rescind or restate a contract?
- Ethics in negotiations – what's the line between zealous representation and deception?