Updated: April 11, 2024
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Ask ACE: What are the advantages and disadvantages of online 'plug and play' contracts?
By Carrie Green Yardley, Yardley Esq. PLLC
Q: What are the advantages and disadvantages of online ‘plug and play’ contracts?
ACE advises: Downloadable forms are affordable. Lawyers subscribe to online services of forms for a wide variety of transactions. We develop our own forms for common deals; my toolbox includes a few I found online.
But when the form’s source tells you not to rely on the form, believe it.
All forms in this database are provided without any warranty, express or implied, as to their legal effect and completeness. Please use at your own risk. Participating attorneys do not warrant any form they provide, nor are they creating an attorney-client or attorney-attorney relationship by providing forms or other information to you on this site.
The problem is not with the “plug” feature of online forms, but with how they “play.”
Legal terms should match business terms. Standard forms have fillable blanks for the business terms that vary from deal to deal, and users assume that the standard legal terms can be left alone. This is a mistake.
The deal drives the legal terms. For example, many standard agreements include “termination for convenience” clauses, allowing a party to walk away at any time. But what happens when the contractor gets paid upon completion, and the client/customer cancels three-quarters of the way through because it doesn’t have the funds to continue?
Don’t “just get something in writing.” Regardless of the form’s title, you need to read the legal terms. Read not just for what’s there, but for what isn’t. A real estate purchase and sale agreement to acquire a turnkey business buys the land, building and fixtures; if you want to make sure key employees will stay, it is the wrong form. A two-member LLC agreement without an agreed process for a member’s departure is the wrong form.
“Every deal is a chance to review your forms” is the best drafting advice I ever received. Plug and play forms are no different.
Carrie Green Yardley, vice president of ACE, founded Yardley Esq. PLLC. She can be reached at carrie@yardleyesq.com.
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