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March 28, 2024

Don’t Ask Your Lawyer for a “Standard Agreement”

By: LaVar Oldham
LaVar Oldham
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Clients will often contact their attorney and ask for a “standard agreement.” Essentially the request is for the lawyer to pull something out of their form bank that can be provided for little or no cost to the client. However, this presents ethical issues for the lawyer as well as holes in legal rights for the client.

Sometimes when faced with such a request, a lawyer may ask other lawyers for copies of particularly well-written agreements that they have prepared for other clients. The lawyer may then attempt to strip information from the agreements particular to other clients, add the new client information, and forward to the new client. However, this presents several issues.

First, client confidential information for the other clients may be inadvertently left in the agreement. This results in a potentially serious ethical violation.

Second, a previously negotiated agreement contains negotiated terms. Certain rights and privileges may have been negotiated away or compromises may have been reached. If a lawyer begins a negotiation at a settlement point, as opposed to the client’s ideal starting point, the lawyer may not be acting as a zealous advocate for the client. Again, this may present significant ethical violations.

Third, if a lawyer provides a previously negotiated agreement to a client, there may be elements not included in the document that are relevant to the client. For example, a force majeure clause may not be applicable to some transactions but may be essential to others. If a lawyer has not communicated appropriate means for carrying out the client’s wishes, this can present significant ethical issues.

Fourth, if a lawyer provides an agreement that was prepared in the past, laws may have changed since the agreement was prepared. Again, this can present significant ethical issues for the lawyer.

While this list is not exhaustive, it demonstrates why your lawyer may not be willing to simply provide you with a standard document. Furthermore, it’s probably not in your best interest. If you need a lawyer, your lawyer can use their expertise to represent your best interests to get you a better deal or better coverage than a “standard agreement.” It is penny wise and pound foolish to rely on pre-negotiated or even generic agreements when the stakes are significant.

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