This Web site is in semi-stealth mode (management isn't publicizing it much). See the Legal Stuff.

Transactions; transaction orders; work orders

Posted August 22nd, 2007 by DCT

Pactix | Pretty good contract forms to give your lawyer a great head start (under construction)

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Pactix

Pretty good contract forms to give your lawyer a great head start (under construction)

This Web site is in semi-stealth mode (management isn't publicizing it much). See the Legal Stuff.

New blog feed - please change your feed reader settings

Posted July 22nd, 2008 by DCT

Contracts

The Pactix project is settling into a new identify, Drafter's Choice. I want to consolidate the various blog RSS feeds into one, so PLEASE CHANGE YOUR FEED READER SETTINGS to point to http://www.drafterschoice.com/feed/rss/. The easiest way to do this is probably just to click on the link in the previous sentence and sign up for the new feed.

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Moved ....

The (renamed) Pactix project is now hosted at the Drafter's Choice Web site.

Pactix | Pretty good contract forms to give your lawyer a great head start (under construction)

Already Registered? Click here to log in.

Pactix

Pretty good contract forms to give your lawyer a great head start (under construction)

This Web site is in semi-stealth mode (management isn't publicizing it much). See the Legal Stuff.

New blog feed - please change your feed reader settings

Posted July 22nd, 2008 by DCT

Contracts

DCT's blog
Login or register to post comments
Read more

Moved ....

The (renamed) Pactix project is now hosted at the Drafter's Choice Web site.

1.17 Transaction means a discrete business transaction (for example, a sale of goods or a rendering of services) pursuant to this Agreement.

1.18 Transaction order means a written agreement, signed by the parties, for a specific transaction pursuant to this Agreement.

COMMENT: A likely use of these sample clauses is in a Terms and Conditions Appendix attached to a short-form transaction order.

(a) [OPT] If a conflict exists between this Agreement and a separate transaction order (1) entered into pursuant to this Agreement, or (2) that incorporates this Agreement by reference, then [ALTERNATIVE 1:] the transaction order will control. [ALTERNATIVE 2:] this Agreement will control unless the transaction order expressly states that this Agreement is amended and is signed by the parties; the effect of such an amendment will be limited to the transaction in question unless the amendment expressly states otherwise.

COMMENT: Parties will sometimes negotiate which document should control: the transaction order, or the baseline agreement. Some parties want the flexibility of being able to vary the terms of the baseline agreement by simply stating the variations in the transaction order. Other parties, however, want to prevent their people from varying the terms of the baseline agreement (for example, to make sure that all amendments receive legal review). These two alternatives allow the parties to negotiate which approach to take.

(b) [OPT] Any transaction order entered into pursuant to this Agreement, or that incorporates this Agreement by reference, is to be considered a separate and distinct contract from any other transaction order.

COMMENT: If each transaction order is a separate contract, then a default in transaction order A would not also be a default in transaction order B. Cf. UCC § 2-612(3), concerning (what amount to) cross-defaults in installment contracts. See also "[LINK NEEDED]" in this Compendium, which allows transaction order B to be terminated for convenience if transaction order A is terminated for material breach.

(c) [OPT] The only transaction order currently being contemplated by the parties is this Agreement itself. (The term “transaction order” comes from the form of agreement, where it is used solely for convenience in adapting the form language to various circumstances.)

COMMENT: This subparagraph explains why the Agreement refers to "transaction orders," even though the Agreement might be concerned with only a single, one-off transaction.

(d) [OPT] IF: A template transaction order is attached to this Agreement as an appendix; THEN:
(1) Each such template is incorporated into this Agreement by reference. (2) The template’s substantive provisions (for example, concerning payment terms, deficiency-correction deadlines, and the like), if any, will apply in any actual transactions in which the corresponding topics are not otherwise addressed.

COMMENT: Sometimes a contract will have language that the parties expect might be changed from transaction to transaction. (An example might be the duration of an acceptance period.) This subparagraph gives the parties a way to move such language into a template transaction order, and to specify “default” provisions that will apply if not otherwise stated, while avoiding duplication of language between the template and the body of the Agreement.

(e) [OPT] If a proposal for transaction order is deemed to constitute an offer to engage in the transaction, then any acceptance of the offer, by any means other than an express written statement of acceptance signed by the offeree, is limited to the terms of the proposal.

COMMENT: This subparagraph addresses one aspect of the broader “battle of the forms” issue.

(f) [OPT] Provider will accept all Customer offers for transaction orders that conform to this Agreement.

HEADS-UP: There might be a question whether Provider's obligation in this subparagraph would be enforceable if not supported by sufficient consideration (for example, an initial order). COMMENT: This subparagraph is akin to a requirements contract (but is not actually one itself).

1.19 Work order means a transaction order for services. The parties anticipate that each work order will contain an agreed written statement of the work to be performed.