Why have a contract?

For many years, I worked with clients and never had a contract with any of them. It simply didn’t cross my mind that I might ever need one. Not every project ran as smooth as silk but, in the end, everyone was always happy and I got paid. Life was good. You can probably see where I’m heading with this.

One day, I began a small but complex residential project. I now refer to it as “The Project From Hell,” and enough time has passed that I don’t get chest pains just thinking about it. At the time, everything started out just like any other landscape project. I spent several hours working with the clients on the design, discussing their needs, their aesthetic preferences, their budget, etc. I found Mrs. Client to be a little difficult at times, but not any more so than some clients I’d worked with previously.

When the design was finished and we started the installation, things started to get ugly very fast. Mr. Client had to go out of town, leaving Mrs. Client in charge. She changed her mind several times right while we were all knee-deep in building the deck and patio and planting several large trees. She banished the landscapers from the property three times - not due to anything they had done wrong - and they refused to come back. She wrote a bad check to the nursery - made it good but I still had to deal with the nursery and they weren’t exactly thrilled about what had happened. I had to put a new crew together which took a few days. Mrs. Client complained about the delays and withheld two progress payments, making it impossible for me to pay the first crew for the work they’d done. The job was eventually completed and it looked great, absolutely gorgeous. Mrs. Client refused to make the final payment as she bickered with me about some petty reimbursable expenses. I got everyone paid and then had to take her to Small Claims court. I won - by the skin of my teeth. It took almost a year to get the money.

The moral of this story is: Whenever money is changing hands, you need a good contract to make sure a difficult client won’t create havoc in your life, send your blood pressure skyrocketing, ruin your reputation, and send you to the poor house in the process.

So, do you need a contract? Yes. Yes. Yes. Absolutely. No exceptions. And you can’t sit down and write one yourself and expect it to stand up in a court of law. Before I started selling contracts to the landscape industry back in 1983, I collected about 20 or so from local landscapers and brought them to an attorney-friend of mine. I sat in his office overlooking a very smoggy Los Angeles basin, while he told me what was wrong with each contract. I took lots of notes. But I clearly didn’t know what I was doing. I took two classes, one in contract law and one in legal writing, and then I began to write my own landscape contracts, taking each to my attorney-friend, who then edited and amended them to make them as legally binding as possible for the widest audience so that I could sell them to the industry. It was a major learning curve for me, and one that is still challenging for me to this day, now that I write and sell other kinds of contracts as well.

I have also learned a lot about landscape contractors throughout the world. If they are even sharp enough to know that they need a contract, they are often worried about intimidating their clients with too much confusing paperwork. I can certainly understand that, but most contracts that I write and that most attorneys write these days are not full of the archaic legalese that used to baffle most people. They are instead written in simple, everyday English, are easy to understand, and aren’t particularly long, unless they are for very large and complex projects.

You might well ask, “If it’s so simple, why can’t I just write it myself?” The answer is, because most landscapers - people in general - don’t write well enough to compose sentences and paragraphs that are not ambiguous, that are comprehensive without overstating, that are not contradictory, and that conform to the law. They usually leave out or don’t adequately write some of the most important paragraphs that offer them the most protection for their business, such as waivers or disclaimers for acts of God, excavation, etc.

Some folks can’t be convinced that a contract is a good thing. They prefer to cling to the idea that a handshake is enough. But there’s a good reason for the saying: “An oral contract isn’t worth the paper it’s printed on.” You don’t have to use a written contract, but a handshake just doesn’t spell it all out. It doesn’t explain what everyone is doing, how they’re doing it, and what happens if something goes wrong in the process. And people do forget what they say or may just think they are in agreement because they actually misunderstood something. Nowadays, we live in a very litigious world, where people are quick to file a lawsuit rather than prevent one in the first place by having a solid, well-written contract.

And that brings up the final point of this article: If you are ever sued, you will want that solid, well-written contract. It is usually the one thing that will stop a lawsuit cold, allow for an out-of-court settlement or, at the very least, give you a snowball’s chance in hell of winning in court. And when you’re a sole proprietor, as are so many landscapers, you can’t afford to lose in court. It can cost you your business and even your home.