Are you contractually obligated to stop in for legal advice during your lunch break? No, but Randall Brett, attorney at law and SCORE Princeton mentor, can make sure that you do know how to spot a contract worth signing.
To learn more about the ins and outs of these physical or verbal agreements, participants are encouraged to break out their sandwiches, turn on their computer screens, and listen to the Plainsboro lawyer’s upcoming lessons on Tuesday, September 20, from 12:15 to 12:45 p.m.
SCORE Princeton is the local hub for the Carnegie Center-based network of free business experts, whose “Lunch ‘N Learn” series officially began on September 13 with IT professional David Schuchman’s “Website Tips for Small Business.”
Now, Brett’s live webinar, “3 Essential Things to Look for in Any Contract,” will succinctly tackle what those components are and how to identify them. Registration for the free event is available online at SCORE Princeton’s website, princeton.score.org.
Brett says that to him, contracts are “something that’s misunderstood, I think, by a lot of people, particularly those who are fairly new to the business world,” he explains. “They don’t know what a contract really is, and sometimes they’ll think they’ll have a contract when they don’t. Other times, they will actually make a contract when they never intended to.”
This is where people can get themselves into trouble. Brett notes that there are three elements of a valid contract — it must contain an offer, an acceptance, and a consideration. The last piece, he says, is “in other words, what is the other party going to get? The consideration may be physical, like dollars. It may be intangible, like you will receive an office in this organization if you do this, but there must be something.”
A contract does not have to be a complex multi-page document. Brett explains that many of them appear “as simple as a one page document that simply says, ‘here’s what I agreed to do for you, here’s what you agreed to pay me for what I’m going to do for you, under what terms, and here are any conditions that we both agreed to.’ You both sign it, that becomes your contract.”
Even with its simplicity, language is important — and contracts can be formed orally as well, which is a hotly debated issue on its own. But contracts are essential for transactions, making the subject a perfect fit for lunch and learn events, a business tradition where short sessions explore a range of professional topics outside of the office environment.
“I would say anybody who’s going to collect some money in return for their services needs to have a contract. If for no other reason, then it makes sure that both sides are on the same wavelength. For example, it can be such a basic thing as, did the parties have mutual expectations? If their expectations were different, you could challenge whether there even was a contract,” Brett says, with this applying to everything from those leading small businesses to regular homeowners.
According to Brett, these Lunch ‘N Learn events were developed by SCORE Princeton Chairman Amulya Garga. Brett also says that he believes that he will be hosting another in October, and possibly more in the future, to expand on other ideas.
Brett has more than 15 years of legal experience to his name, first as an associate with Somerset-based Weissman & Mintz, then in his own practice. While he identifies as “semi-retired” given the relatively small pool of clients he still professionally advises, his work with SCORE dates back to the spring of 2021.
Now, Brett works primarily in business law and commercial arrangements, and despite his title, thinks of himself more as a “subject matter expert” than a mentor. As a former high-ranking executive in two consulting companies, Brett adds in a follow-up email that he has “dealt with contracts and business issues for his entire career,” meaning his knowledge spans more than five decades of applying “the law to my client’s issues based on my experience, not just formal training” as an attorney, he explains.
With his second career in the legal world, as well as sharing what he has learned through SCORE, Brett is licensed to practice in the tri-state area — New Jersey, Pennsylvania, and New York — but his fondness for the Garden State resulted after he moved from Chicago to Plainsboro with his wife and two children about 30 years ago. Back then, he was still working in human resources, and the family only intended to remain in the area until the next planned “corporate transfer.”
But, persuaded by the local charms, they remained there, and in turn, Brett realized his aspirations of becoming a lawyer. On top of his bachelor’s in political science from the University of Illinois, he received his JD from Rutgers University, as well as his MBA from Northwestern University in Evanston, Illinois.
Brett then taught employment law litigation as a former adjunct faculty member of Rutgers University School of Law and was the former chair of the New Jersey State Bar Association in the Solo and Small-Firm section.
While he will illustrate his points through examples, Brett says that most encounter contracts when soliciting others for housework projects and services, such as having estimates made. He continues that in the personal consideration of replacing his driveway, one of the prospective workers misunderstood his response of “yes, it looks good,” as outlining a clear contract for the future.
But it could not be a contract, because, as Brett says, “there was no agreement on the start date, there was no agreement on specific tasks he was going to perform, and there was no consideration that I gave to him for entering into a contract,” he explains.
Another contractor brought along another approach. “[He] was very clear on ‘this is a proposal, and this proposal is only good for 30 days. We don’t have a contract until you’ve accepted it, and I’ve received my down payment,’” Brett says. “There was a contract that was formed by him outlining what the requirements were, me accepting those requirements, and then should I accept it formally, I would give him that deposit. That’s a consideration.”
Just as in the case described, oral contacts can entail significant difficulties. But easy ways to skirt that uncertainty in language, Brett continues, would be to avoid using definitive terms, opting for words like “proposals” to avoid accidentally making an agreement.
If “I will” enters the conversation, and a person refuses to pay, Brett says, more legal issues could easily be invoked through quantum meruit — a Latin phrase for “as much as he has deserved” — to favor the side of the individual who completed the work.
To navigate the confusion, Brett says that help can make the process easier for anyone.
“As an attorney, I’m always tempted to say get an attorney, and have an attorney draft the agreement for you. But the reality is that most people can’t afford an attorney, or don’t want to pay for an attorney,” he says, suggesting websites like Rocket Lawyer “that provide some good general advice, and maybe provide some good templates for a relatively low cost.”
From his experience, Brett says that the analogy of “a good three-legged stool” is the perfect fit for a strong, sturdy businessperson of the same caliber — especially those just starting out with small businesses, some of which may be formed from passions or hobbies.
Each “leg” for the proper structure is, from the beginning if possible, using a proper accountant, insurance broker, and lawyer to consult with. The latter will help guide the owner in forming the company they desire, all while cultivating a long-term plan that “depending on which direction they go, the attorney would help them to basically implement it correctly,” Brett says.
But his biggest advice might be to slow down and break — not just for lunch.
“Take five minutes and think about what you’re really agreeing to. The biggest temptation for new business owners is to jump at every business opportunity because you want money coming in,” Brett says, explaining that this even extends to fellow lawyers. Starting a conversation and utilizing knowledgeable resources, whether it be a contract law attorney or advice, can help build up that fortitude of the three-legged stool.
“Relationships and comfort levels form each of those three legs,” he says. At the end of the September 20 session, he hopes that people will not only ask questions, but walk away “understanding why it’s important to have good relationships and trust in your advisors.”
Brett says that dynamic is formed when the parties in discussion are “in agreement on the task being performed, the cost payment, the cost involved, and the payment structure.”
“Now there’s no surprises, this is what we agreed to. There was a meeting of the minds,” Brett explains, with the latter term often used between attorneys when discussing contracts as “a fancy way of saying that both parties understand what was going to happen.”
But no matter the fanciness of your terminology or your lunch, there’s nothing too complicated about learning what contracts might, or should, look like to the average person — all in a half-hour of eating and education.
“Lunch ‘N Learn – ‘3 Essential Things to Look for in Any Contract,'” Randall Brett, SCORE Princeton. Thursday, September 20, 12:15 – 12:45 p.m. Free, webinar. To register, go to the event page on the SCORE Princeton website at princeton.score.org.
