During our meeting Monday April 15, 2019 Michael Robert Flam, Attorney and Counselor at Law began to demystify contracts in the first of a two part review; part 2 will be presented Monday April 22, 2019.  Michael has 19 years experience as general counsel for a global manufacturer and as assistant counsel for a national real estate developer. 
 
Michael told us to be sure to read and understand the contract before it is signed.  Once signed it becomes a binding agreement.  The agreement may be between two parties or multiple parties, and it is important to recognize all who are included and what their participation amounts to.  So be careful what you sign! 
 
Also recognize that an article defining amendment signifies that there is an intent to permit amending the agreement.  So be sure to understand the conditions and process for amendments that are to some degree anticipated according to the agreement.
 
Contracts typically involve five key elements: Offer to provide goods or services, acceptance, consideration (compensation), mutual understanding, and legal capacity to bind a party.  When participating and signing, the signators must have appropriate authority to bind the parties regarding the agreement.  Michael emphasized the importance of recognizing these elements and comprehending the documentation describing them.  He provided some examples and then told us how he learned the importance of being terse but complete and clear when scribing the agreement, pointing out that often the more lengthy contracts may be ambiguous leading to opportunity for litigation instead of fulfilment.  
 
Michael went on to explain several standard terms used in a contract, such as governing law, dispute resolution, entire agreement, assignment, severability, force majeure, insurance, indemnification, and many more, taking much of the mystery out but making clear the importance of selecting a good lawyer and trusting your lawyer before signing.  Michael helped us realize seemingly subtle differences between effects regarding insurance and indemnification.  He also provided some stories helping clarify the importance of recognizing and understanding the extent of parties bound.
 
This was a superb opportunity to get a better understanding of contracts and Michael's very special skills, knowledge and character.  We are fortunate to learn from him as a member of our club, as well as to have the opportunity to develop closer relationships.  Thank you Michael and we look forward to the second part of this informative review of contracts!
 
Michael Robert Flam earned a Bachelor of Arts in History at Ohio State University, Columbus, Ohio; a Juris Doctor from University of Toledo College of Law; and at Boston University Questrom School of Business - Executive Leadership Center, a Mini MBA for In-House Counsel, in conjunction with the Association of Corporate Counsel