Why Every Business Contract Deserves a Lawyer's Review

Elias Kohn of Kimberton Law read a quote from a famous jurist, Justice Cardozo, during law school that stuck with him. The idea was that the law had progressed from a time when a single missing word in a contract was fatal.

The passage came from Justice Cardozo, who wrote in Wood v. Lucy, Lady Duff-Gordon, 222 N.Y. 88 (1917) that “The law has outgrown its primitive stage of formalism when the precise word was the sovereign talisman, and every slip was fatal.” Justice Cardozo explained that “It takes a broader view today. A promise may be lacking, and yet the whole writing may be ‘instinct with an obligation,’ imperfectly expressed.”

Elias quoted that passage to his law school contracts professor during a discussion about whether a contract’s overall meaning and structure should control when they seem to conflict with the precise wording of a single provision. The professor, who was a fixture at the law school and had taught contracts for decades, smiled, leaned back in his chair, and said: “Well, Cardoza was wrong then, and he is wrong now”.

The professor’s point was that one missing word in your contract is, indeed, fatal, despite the view of a famous jurist that the law had outgrown that technical approach.

In a contract, one word can change the meaning or the outcome. A single ambiguous term can decide whether you win or lose a breach of contract lawsuit. One word in an indemnification clause, a non-compete, or a payment provision can quietly shift a commission structure or an earn-out against you. At the risk of sounding dramatic, one poorly drafted word can ruin your business, which is exactly why careful contract drafting and review matter.

While Kimberton Law shares Justice Cardozo’s more holistic view of how the law should be, the firm understands that, in practice, a single word can still prove fatal to your contract, with devastating effects.

The value of an attorney reviewing your contracts, therefore, should not be measured by the length of the document or the time it takes, but by the single word an experienced eye catches before that word can cost you the deal, the lawsuit, or the business itself.