Beyond the Fine Print: What Businesses Overlook in Contracts
Many years ago, I neatly stored our family’s music collection on shelves of a bookcase in alphabetical order. However, years of pulling a piece out and setting it aside when it was no longer needed resulted in numerous precarious piles. The piles were in four rooms of our house, depending on where someone last looked at them.
During spring cleaning, I decided to restore order to our music collection’s chaos. Determined to tame the unwieldy monster piles of music that had developed over time, I purchased eighteen 12x12 storage bins.
I labeled each bin with names like violin etudes, violin solos, violin method books, quartets, violin orchestral excerpts, duets, scores, etc. I lined up the bins and started sorting the music, disassembling each haphazardly stacked pile of music, one piece of sheet music at a time.
My labeled bins initially were set up to organize only violin music. But I soon realized that we also have music for piano, clarinet, trumpet, choir, and viola.
While preparing additional labels for “non-violin music,” I remembered that in addition to at least six violins in different sizes, our family also has a piano, three clarinets, and a trumpet. When I saw our music collection divided into “violin” and “everything else,” I realized how easy it is to focus on one thing and overlook “everything else.”
Although the violin is a central focus, “everything else” has shaped a significant part of my family’s musical story. In addition to three violinists, over the years, we have had two pianists, two clarinetists, a trumpet player, a choral singer, and, briefly, a string bass player. Since we are a family of four, it’s obvious some of us are multi-instrumentalists.
Collectively, our “everything else” is far from trivial. It represents more than 30 years of formal musical training and dozens of performances by various family members—only a few years less than our collective formal violin training. And “everything else” greatly impacted how we approached the violin.
When reviewing legal documents, it’s easy to become so focused on a particular area that and forget about “everything else.” Each “everything else” item might seem minor, but collectively, “everything else” can make a serious difference in a legal document. Ignoring “everything else” can lead to unexpected and unwanted outcomes.
This article discusses the contract terms that might fall under “everything else” and why parties should consider “everything else” when negotiating, preparing, and reviewing legal documents.
Fundamental Contract Provisions
I tell my clients the essential terms in a contract are
What are you buying or selling
How much is being paid for it
In a band agreement or LLC Agreement the members need to understand what each is contributing to the group and what each will receive in return. For a band, contributions might include money, equipment, songwriting, performances, or administrative work, while compensation might include a share of performance revenue, recording income, or profits. When someone is hired to do a job, it’s crucial to understand what the job entails and how payment will be calculated. For example, payment may be based on the number of hours worked or a set fee. In a business sale, the parties must agree on whether the buyer is acquiring only assets or assets and liabilities.
In the band agreement example, what each member is contributing and receiving may be more nuanced than simply agreeing to perform together and share the profits. Questions about the members’ contributions and rights might include
Whether members must contribute money to cover the band’s startup and ongoing expenses
Whether instruments, sound equipment, and other property belong to individual members or the band
Who owns the band’s name, recordings, and other intellectual property
Whether members must contribute original songs to the band and what rights the band will have to perform and record those songs
How the members will divide responsibility for booking performances, handling accounting and finances, managing marketing and social media, and taking care of the band’s other business activities
For a band agreement, how much each member receives might include not just an agreed percentage of profits but also
How the band will divide revenue from performances, recordings, merchandise, and other activities
Whether members receive additional compensation for songwriting, booking performances, or managing the band’s business
Which expenses the band will pay before distributing profits
Whether members must contribute additional money if the band’s expenses exceed its revenue
How the band will compensate a departing member for that member’s interest in the business
On the other hand, in a contract for services, what the purchaser is buying would include different information, such as
Any deliverable work product the contractor is to produce
Ownership of the intellectual property associated with the work product
Any specialized expertise or licensure required of the person performing services
Any warranty or guaranty on the services
And in the contract for services, how much is being paid might include
Whether the fee for services is a fixed rate or based on hours worked
Who pays for supplies and expenses associated with performing the services
Who pays for taxes related to the services
Everything Else
These minimum essential terms provide only the framework for the contract. Some parties only pay attention to the essential terms and consider “everything else” unimportant boilerplate.
When sorting music, I realized that “everything else” had played a central role in defining my family’s musical interests and education. Our “everything else” wove our relationships and bound us together.
For contracting parties, “Everything else” also defines their relationship. Parties who overlook “everything else” may find they never reached a meeting of the minds, which can result in misunderstandings and disputes.
Although “everything else” should be unique to the parties and their relationship, “everything else” might include
How the contract can be modified or amended
Whether a contract is assignable or services are delegable
The extent to which one party can bind the other to a contract
Confidentiality or privacy requirements
Whether the contract is exclusive or whether the parties may contract with others for the same product or services
Insurance requirements
Indemnification provisions
How the parties will communicate formal notices (e.g., verbally, in writing, email, FedEx, etc.)
How the parties will resolve disputes (e.g., mediation, arbitration, litigation) and the city or county where any dispute resolution will take place
Conclusion
“Everything else” forced me to approach the violin from different perspectives. Playing a wind instrument helped me learn to breathe when playing the violin to create phrasing. Although I wouldn't say I liked piano lessons, they taught me to think of music vertically (as chords) as well as horizontally (as melody). Everything else made me a better violinist.
In a contract, “everything else” doesn’t just help parties define their relationship. Examining “everything else” forces the parties to look at their relationship differently and improve it. And improved relationships lead to smoother transactions and fewer disputes.
© 2024, 2026 by Elizabeth A. Whitman
Any references clients and their legal situations have been modified to protect client confidentiality
DISCLAIMER: The content of this blog is for informational purposes only and does not provide legal advice. No one should take any action regarding the information in this blog without first seeking the advice of an attorney. Neither reading this blog nor communication with Whitman Legal Solutions, LLC or Elizabeth A. Whitman creates an attorney-client relationship. No attorney-client relationship will exist with Whitman Legal Solutions, LLC, or any attorney affiliated with it unless a written contract is signed by all parties.