by Jonathan T. Howe, esq. | April 01, 2005

In my last column I addressed clauses and phrases planners need to watch for while completing negotiations and definitely before signing a contract. This article is devoted to the concept of how to read a contract and get what you want.
    First: Too often after negotiations are complete, planners pass the buck to the other side to draft the contract. Don’t do that. When you write the draft, you control the language of the agreement, describing what you believe you negotiated; this also forces you to read the contract.

Taking in the Details
One way to read a contract is against a specific checklist and against the notes you took during negotiations.
    The agreement not only should be the legal document of record but also the road map to the effective event, so ask yourself: Does it show you the way?
    Remember, the person with whom you negotiated the agreement usually passes the meeting off to someone else to execute. As a result, the contract should reflect all of your needs, wants and desires. While it is a legal document, you should not need a lawyer to interpret it, even if a lawyer wrote it. Insist it not be in legalese but in proper prose.

Look for the Basics
Of key concern, obviously, is to make sure the contract truly reflects the desire and agreement of the parties. As a former journalist, one of the first things I learned was the concept of the “five Ws and the H” or the Who, What, When, Where, Why and How of a story. These concepts also should be taken into consideration when reviewing a contract.
     Who are the parties to the agreement? What other relationships do they have to each other or third parties beyond the contract? Be sure you know “who” the true party of interest is. With hotels, the management company might not be the real party of interest, since it is not the property’s owner. Find out who that is. The “who” also includes which parties are responsible for what in the execution of the program. Again, identify by name, to the extent possible, or by job title.
    What is the job description that will be given to the vendor, or what is expected of them. This usually is described in a general format, but don’t hesitate to add specifics, down to room layouts. “What” also covers the nature of the event.
    When obviously covers the event dates. But it also will define time limits and respective requirements of the parties for meeting those deadlines, such as review dates for attrition reductions, dates banquet event orders are due, when deposits are expected, cutoff dates, final payment deadlines and other details.
    Where defines the venue and related responsibilities of the parties. The “where” clauses also describe specific rooms or areas for each activity associated with the event, such as where exhibits will be set up. Again, be specific.
    Why defines the reason the group is meeting along with other aspects of each party’s responsibilities. “Why” also includes the quid pro quos of the negotiations, such as payments, master accounts, deposits, etc. Attrition and cancellation also are “why” clauses.
    How is my favorite clause because it sets forth the logistics on how the contract will be carried out. Here, again, how your exhibits will be set up, how BEOs will be handled and even your security needs should be spelled out.

What If?
When you are done with the five Ws and the H, you need also to consider contingencies. Don’t sign anything until you have all issues resolved.

    These tips apply to all of your contracts, those with speakers, destination management companies, transportation providers, caterers, etc., not just facilities.

Legal questions can be e-mailed to Jonathan Howe at[email protected].