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11. The negotiations about the contract are over. Which of the parties draws up the written contract?
This is the question encountered at the end of any negotiation. It usually generates two types of attitudes:
1. the drawing up of the contract is avoided because it is considered that as long as the parties agreed on the essential clauses it is of less importance who draws it up. Either of the parties prefer not to waste time on this matter;
2. the drawing up of the contract is solicited;
A clever manager knows, however, that the second attitude is in his/her interest. Even if, following the negotiations, the parties agreed on the essential clauses, the balance of the contract is in the hands of the one who draws up the contract. A jurist with experience in contracts will KNOW HOW to draw up the contract so that it includes clauses favourable to him/her and which represent nothing (are of no importance) for the other party.
Even in the situation in which the other party has, in its turn, a jurist specialized in contracts, the party that draws up the written contract has an advantage out of situations such as: fear that the other party will feel offended if too many modifications of the contract are required, time pressure, etc.
As a conclusion, if you have at your disposal a jurist with experience in contracts, who has the capacity to analyze and anticipate potential situations and risks of the contract, VOLUNTEER TO DRAW UP THE WRITTEN CONTRACT.
Dan Livescu

12. What are the effects of vaguely defining the contractual obligations?
Defining the rights and obligations of the parties in a vague or insufficiently explicit manner may have as consequence blockages in the execution of the contract. These lead to delays or even to the impossibility of the execution. In such situations, the parties usually renegotiate- process which delays the execution of the contract. If negotiations fail, most of the times legal forced execution is required.
Even so, the forced execution may become impossible because the court may find it difficult to ascertain the real will of the partners concerning their rights and duties.
Dan Livescu

13. What happens in case the delivered merchandise is not in concordance with the contract, the buyer refuses the reception and the seller sues asking for the execution?
It depends if the parties have in the contract clauses about this situation. If there are clauses in this respect, they apply. If the clauses are missing or if there is a clause such as "the buyer may refuse check on delivery if the lack of concordance with the contract is significant", the court may rule in favor of the execution, as required by the seller, if the former acknowledges that the lack of concordance is significant and that it is equitable that the contract is executed.
Dan Livescu


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