There has been a lot of talk lately about “do-it-yourself” lawyering (e.g., LegalZoom) and lawyers offering traditional services at deeply discounted rates. I think the old addage ”You get what you pay for” applies to these situations. While parties may consider many contract terms harmless and believe their agreements accurately represent their intent, having an experienced Kansas or Missouri business attorney review an agreement can pay huge dividends. Nevertheless, many individuals and companies still fail to consult an experienced attorney. In a recent Missouri court of appeals 
decision, one party learned the harsh reality of a poorly drafted contract.
In this case, Clean The Uniform Company St. Louis (“Supplier”) and Magic Touch Cleaning, Inc. (“Customer”) entered into a three-year rental service agreement whereby the Supplier would supply certain cleaning supplies to the Customer. The agreement provided that if the Customer terminated the agreement early, the Supplier would be entitled to certain liquidated damages. The agreement also provided, however, that the Customer could suspend the agreement without penalty ”in the event of interruption of service due to strikes, lockouts, and causes beyond Customer’s or Supplier’s control that affect Customer’s or Supplier’s business.” (emphasis added).
At the time of the agreement, the Customer had a one-year janitorial services contract with the VA hospital in St. Louis, Missouri. This janitorial services contract contained four one-year renewal options. Unfortunately for the Customer, the janitorial services contract was not renewed. the Customer contacted the Supplier and sought to suspend its performance under the agreement in accordance with the “interruption of service” provision. the Supplier, however, sued the Customer to recover past-due charges, liquidated damages for early cancellation, and attorneys’ fees. The trial court ruled in the Supplier’s favor, and the Customer appealed.
The appellate court held that even though the Customer contends that the parties intended the non-renewal of the janitorial services contract to fall within the definition of a cause beyond the parties’ reasonable control, the non-renewal of the janitorial services contract was a “reasonably foreseeable risk at the time of contracting that did not excuse the Customer’s performance under the [agreement] because [that risk] was not specifically set out as such.” Because the Customer knew that the janitorial services contract might not be renewed, it was “required to expressly list this contingency in the [agreement] to be excused from performance upon non-renewal if it did not intend to assume the risk of non-renewal.” (emphasis added).
This decision has significant ramifications for parties entering into agreements in Missouri. When entering into an agreement in Missouri, parties should consider not only if the agreement captures and accurately reflects their intent but also if the agreement makes any assumptions that should be expressly stated. Additionally, all known facts and circumstances at the time of contracting should be expressly listed in the agreement along with the affect these facts and circumstances will have on the agreement’s enforceability.
When you consider this case and the fact that evidence as to the parties’ intent is generally excluded pursuant to the parol evidence rule, paying an experienced Kansas or Missouri business attorney to review your contract offers you much more than piece of mind, it potentially offers you future savings of thousands of dollars. An experienced business attorney can walk you through the intricacies of contractual drafting and interpretation as well as protect your interest by crafting agreements that capture your specific intent.
– The State Line Lawyer
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