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Reading the Fine Print
Tips and tactics to remember when it comes to contracts.
John R. Throop | posted 9/09/2009
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The deal sounded good.
About 50 churches in the Washington, D.C., area leased interactive electronic kiosks for their entrance areas so that members and visitors could check on activities and news and register for classes and meetings. The selling point? Church leaders say the kiosks were presented to them as "cost-free," with the chance for their churches to potentially earn revenue from advertisers interested in reaching church audiences.
But in April, a lawsuit filed against three commercial leasing firms, an online services firm, and an interfaith digital network services firm by the District of Columbia churches suggested the deal wasn't a good one. The churches say they received lengthy—and costly—leases and faulty equipment, as well as fees and termination expenses. All told, the lawsuit estimates hundreds of thousands of dollars in combined losses for the churches.
Officials from at least two of the firms deny the allegations. News reports indicate that the companies must prove the charges and expenses were disclosed—in the "fine print"—even as the equipment was advertised as cost-free.
The situation underscores why it's important for church leaders to review any contract before signing it. Legal experts concede that contracts and agreements can be tough to navigate, but necessary to do nonetheless.
"One insurance coverage contract I reviewed was over a thousand pages long," says Frank Sommerville, a Christian attorney based in Houston. "There was a lot of complex language surrounding liability coverage and exclusions, and that could create a lot of potential issues for the church."
Church leaders don't want to find themselves on the wrong end of a deal. Details really do matter. For that reason, it may be especially important to secure an attorney's help with reviewing larger contracts. In addition, these seven items are important to remember when it comes to reviewing purchasing and leasing deals:
1) Amendment and waiver provisions. Church leaders need to know whether there is any flexibility in contract provisions should there be a change in operating needs or conditions. For example, a church may need to renegotiate the terms of a bank loan repayment schedule due to the impact of the recession. Can the repayment terms or the monthly payment be renegotiated? If so, on what terms and by what processes? Amendments and waivers usually are at the discretion of the property-holder or debt-holder. Those typically are the parties who can change terms and disclose them through a revised agreement copy sent to the debtor or lessee—with no guarantee that all parties will benefit. Contract language and terms also change when an original business party to the contract is merged with, or purchased by, another company if the contracts allows.
2) Interest, fees, and penalties. Credit card holders discovered in recent years that interest rates, credit limits and late-payment fees can be changed with minimal or no notice. The language was contained in the fine print of credit agreements—which few, if any, read. Recent legislation, signed by the president, will modify these practices within the next year. Investment fees for market investments may have brokerage fees and account management expenses built into transaction agreements. Equipment leases may require a noncompetitive service agreement at an annual cost. Contracts also may include provisions that lead to three possible types of penalties: fees for late payments, fees for nonsufficient funds, and fees or charges for a failure to abide by all of the terms of the agreement.
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