You call me with The Problem: The Big Hotel is keeping your money, deducting money from your bank account, or not providing the services you think they are supposed to provide.
I ask you: “What does thesay?” “Oh, it's the hotel's contract, and it says what I told you plus a lot of legal stuff.” Gulp.
To prevent this unfortunate scenario, here are 12 issues a conference litigator would like to see addressed in specific clauses in the contract:
- Venue provision
Put a venue provision in the contract, and try to make the venue your home base. If the venue is Topeka, Kan., and you don't have a ministry there, guess who has a home-field advantage? You either have to get your usual lawyer admitted to practice law in Kansas for this case only, or hire a Kansas lawyer with little knowledge of your religious organization. Either way, it will cost extra. It certainly doesn't hurt to play where your client is located.
- Mediate, arbitrate, or litigate?
Are we going to court? Isn't arbitration cheaper and simpler? Not necessarily. Most cases settle, and arbitration can take just as long. These days many courts force you to mediate civil cases before trial. I like the following approach: Require one mediation session, including both counsel and party, and proceed to court only if that session does not resolve the matter.
- Can you keep a secret?
After the conference is over, what happens to the stuff you let others use (trademarks, confidential information, or other information or items)? Is the hotel or my partner using these things to market themselves or selling them to others? Your database is your lifeblood. Don't give it away. There should be a very specific, exhaustive, confidential business information provision in your contract with anyone: hotels, employees, business partners and so on.
- No exit
What happens when things go sour? Can we terminate the contract? Sometimes it is cheapest and most cost-effective to just cut and run, particularly for new or “experimental” conferences, so I am fond of optional termination provisions with liquidated damages clauses, i.e., you pay the hotel $20,000 and you can cancel the conference no matter what. That allows you to calculate the costs of your worst-case scenario, and it saves on litigation costs.
- Choice of law
Whose law are we using? California, New York, Outer Mongolia? It makes a difference sometimes.
- The entirety clause
The “entirety clause” tells me we have this agreement and there weren't 27 side deals, too. It simply means what you see in the contract is the whole deal, at least up to the date the contract is signed.
Forgive me, but I dislike those convoluted clauses in hotel. Make these as simple as possible and put at least one example in the contract; that way both sides will get a better idea of what they are agreeing to. , contrition
If you must use them, then make sure you tell me what governs if there is a conflict: the body of the contract or the appendix you attached.
- No assignments
You need to have a provision in the contract that prohibits assignments. While the hotel that's part of a chain might be fine today, in this age of mergers and acquisitions, the hotel could be sold tomorrow. Without the clause prohibiting assignments, you might not be able to sue the hotel if the ownership assigns your contract to the new subsidiary.
- Third-Party Beneficiaries
These are the people or companies who don't sign the contract but who may benefit or be directly affected by it, such as your sponsors, exhibitors, or attendees. Tell us how they are affected and who is paying for it.
Most jurisdictions will prohibit oral changes of agreements, but I don't want to have to litigate this issue, wasting time, money, and perhaps losing the case over it. If you change after you sign, the change should be in writing.
Don't laugh. I can get copies into evidence, but unsigned documents are a problem.