The Law of Contracts

PREFACE

In response to a demand for a book of forms for use in connection with Professor Williston's great treatise on the Law of Contracts, his publishers deemed it advisable to have such a book prepared. As Professor Williston was unwilling to undertake the work and was of the opinion that it should be done by a lawyer in active practice, arrangements were made with the writer to prepare this book.

The book is submitted to the profession in the belief that it will be found a helpful collection of practical forms not to be found elsewhere. It has been prepared with a full realization of the difficulty and necessity of measuring up to the high standard set by Professor Williston and with the hope that it may serve as a useful supplement to his treatise.

In view of the form books now available, no attempt has been made to cover the whole field of ordinary forms. Emphasis has been placed on certain types of contracts and clauses that are not contained in the ordinary form books, but which are becoming more important to practicing lawyers in the newer and more complicated phases of commercial growth. For instance, contracts regulating industrial relations, concerning motion pictures, separation agreements and factors' agreements have been given prominence. Leases have been included because of the great importance of this form of contract.

An effort has been made to include as far as possible only forms and clauses based upon those which have been construed by the Courts or have been used in actual practice. Cases construing the contracts and clauses and from which many of the forms have been adapted are cited.

In preparing and editing the forms, certain principles have been observed. The designations “Party of the First Part" and “Party of the Second Part" have been eliminated whereever possible. For convenience in understanding the form (since names of parties have been omitted) the parties have been referred to in the opening of the contract by an approp

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riate designation such as “Landlord” and “Tenant,” “Buyer” and “Seller,” “Principal” and “Agent,” and the same designation is used throughout. In practice it is better to use an actual designation--if the contract is between individuals, their names; if between corporations, abbreviations or descriptive appellations, because then the reader knows immediately to whom any paragraph of the contract refers without turning back to the beginning of the contract. Each paragraph has been numbered. Long clauses have been avoided, and, as far as possible, each clause refers to a separate matter.

At the risk of repetition certain usual clauses such as provisions for arbitration and liquidated damages have been included in the complete contracts. This obviates references to different parts of the book in the use of any one form.

Whenever it has been possible, the forms have been keyed to the text of Professor Williston's work on Contracts, thus affording ready reference to the substantive law on the subject.

A table of forms arranged according to the sections of Williston on Contracts will enable the reader of a section of the text to find the appropriate form.

Thanks are due to many members of the bar, too numerous to mention, for the use of forms prepared by them, and especially to my partners, Walter N. Seligsberg and Jay Leo Rothschild, without whose assistance and indulgence it would have been impossible to prepare this volume. Comments, criticisms and suggestions will be appreciated.

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