OBLIGATIONS &

CONTRACTS

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 Course Objectives:
Briefly discuss some important provisions of the
Civil Code of the Philippines on Obligations and
Contracts
Pinpoint important legal principles applicable to
SMEs to achieve productivity
Avoid law suits and achieve harmony with
stakeholders

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 Some basic questions:
1. What is an obligation?
2. What is the effect when you have
an obligation?
3. What happens if there is a breach
of an obligation?
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1. Why do you need a contract?
2. What are my rights under the contract?
3. What happens if there is a breach of contract?
4. What remedies do I have against a party who
violated the contract?
5. What are some important provisions that I need to
include in a contract?
6. What is the effect of a notarized contract vs. a
non-notarized one?
7. Drafting and reviewing a contract 7
What is an OBLIGATION?
Art. 1156
An obligation is a juridical necessity to
give, to do or not to do.

-obligare meaning to bind

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 Arias Ramos definition
An obligation is a juridical relation whereby a
person called the CREDITOR, ,may demand
from another person called the DEBTOR the
observance of a determinative conduct ( the
giving, doing or not doing) and in case of
BREACH, may demand satisfaction from the
ASSETS of the latter.
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Obligation to give:
A entered into contract with B whereby the former bound
himself to deliver to B a specific car on June 5, 2005.
Obligation to do:
A and B entered into an agreement whereby the former
obliged himself to fix the car of B.
Obligation not to do:
A and B signed a contract whereby the former bound
himself with B not to construct a fence on a land belonging
to the latter for the period of (5) years.

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 SOURCES OF OBLIGATIONS
1. Law
2. Contracts
3. Quasi-Contracts
4. Delicts
5. Quasi-Delict

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 OBLIGATIONS FROM LAW
Never presumed!
Examples:
Obligation of the spouses to support each other
Obligations of employers under the Labor Code

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 OBLIGATIONS FROM
CONTRACTS
Obligations have the force of law between the
contracting parties and should be complied with
in good faith.

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 OBLIGATIONS FROM QUASI-
CONTRACTS
Solutio Indebiti- juridical relation which arises
whenever a person unduly delivers a thing through
mistake to another who has the right to demand it.

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 OBLIGATIONS FROM CRIMINAL
OFFENSES
Every person liable for a felony is also civilly
liable.

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 OBLIGATIONS FROM QUASI-
DELICTS
The fault or negligence of a person, who by his
act or omission causes damage to another person.
Ex. Father for damages of minor children
Guardians
Owners and managers of an establishment or
enterprise with respect to damages caused by
their employees
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 ARTICLE 1163
Every person obliged to give
something is also obliged to take care
of it with the proper diligence of a
good father of a family, unless the
law or the stipulation of parties
requires another standard of care.
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 Exceptions
1. When the law requires a different degree of
diligence
Example: common carriers
2. When the parties agree or stipulate a different
standard of care

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 REMEDIES OF CREDITOR/
OBLIGOR IN OBLIGATION TO
GIVE A DETERMINATE THING:

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 1. Specific Performance (Art. 1165)
In case the debtor failed to give or to deliver
what he is supposed to give or deliver, the
creditor may file an action to compel the debtor
to give or make delivery.

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 2. Action for Damages ( Art. 1170)
Those who in the performance of an obligation,
are guilty of fraud, negligence, or delay or those
who in any manner contravene the tenor thereof
are liable for damages.

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 BREACH OF AN OBLIGATION
Non-performance
Non-fufillment

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 Total Breach
Breach or non-fulfilment by not doing anything
at all or doing all the things that is not supposed
to be done.
Example: The obligation imposed by law is to
construct a firewall in his building but the owner
did not construct a firewall.

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 Defective Performance
1. Breach by doing something that was not
agreed upon.
Example: The obligation is to deliver a motorcycle
but what was delivered was a horse.

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 2. Breach by partial performance
Example: The obligation is to deliver 5 sacks of
rice but the obligor delivered only 2 sacks of
rice.

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 3. Breach by poorly or badly performing the
obligation
Example: The obligation is to construct a chair
and the chair was made but its feet were uneven.

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 4. Breach by delay in the performance, that is,the
defect relates to the time of performance

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 5. Breach by performing the obligation but not in
accordance with specifications, terms and
conditions.

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 FORTUITOUS EVENT
An event which could not be foreseen or which,
though foreseen is inevitable.
Effect upon Obligation: If the obligor is unable
to comply with his obligation by reason of a
fortuitous event, the general rule is that he is
EXEMPTED from any liability whatsoever.

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 Requisites:

1. The cause of the unforeseen and unexpected occurrence,

or the failure of the debtor to comply with his obligation,
must be independent of the human will;
2. It must be impossible to foresee the event, or if it can be
foreseen, it must be impossible to avoid;
3. The occurrence must be such as to render it impossible for
the debtor to fulfill his obligation in a normal manner; and
4. The obligor must be free from any participation in the
aggravation of the injury.
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 When there is liability even if there is
Fortuitous Event
1. When the debtor delays
2. The debtor promised to same thing to 2 or more persons
who do not have the same interest
3. When there is a stipulation or agreement that the obligor
will not be excused even if the cause is fortuitous event
4. If there is an assumption of risk as required by the
nature of the obligation
5. When the thing to be delivered is generic.

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 Some decided cases by the SC:
Nakpil & Sons et al vs. CA ( 144 SCRA 596)
To be exempt from liability for loss because of an act of
GOD, the common carrier must be free from any previous
negligence or misconduct by which the loss or damage may
have been occasioned. For although the immediate or
proximate cause of a loss in any given instance may have
been what is termed as an act of God, yet if the carrier
unncessarily exposed the property to such accident by
culpable act or omission of his own he is NOT
EXCUSED
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 La Mallorca vs. De Jesus
Although there is authority to the effect that a TIRE
BLOWOUT as a proximate cause for a motor vehicle accident
can be classified as a fortuitous event, nevertheless, where it
was established that the bus involved in the accident was
running quite fast immediately before said accident, and
that the cause of the blowout was a mechanical defect of
the conveyance or of its equipment which could have been
discovered if the bus had been subjected to a more
thorough or rigid check-up before its use, it was held that
the plea of caso fortuito in such case cannot be entertained.
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 LIABILITY TO PAY INTEREST
A creditor may compel the payment of interest in
obligations arising from contracts if the following
requisites are present:
1.There is an agreement that the interest shall be earned
2.The agreement that interest shall be due shall be
expressly stipulated in writing
3.The rate of interest must not be usurious or excessive
or unconscionable.
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 LEGAL INTEREST
Through Circular No. 799, the board declared that, effective
July 1, the rate of interest for the loan or forbearance of any
money, goods or credits and the rate allowed in judgments,
in the absence of an express contract as to such rate of
interest, shall be 6 percent per annum.

This means that if the parties fail to state in writing the

interest payable on any of the transactions mentioned, or on
account of a court judgment involving a related money
claim, the imposable interest is 6 percent every year.
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 EXTINGUISHMENT OF
OBLIGATIONS
1. By payment or performance
2. By the loss of the thing due
3. By condonation or remission of the debt
4. By confusion or merger of the rights of creditor
and debtor
5. By compensation
6. By novation
7. By annulment 37
 8. By rescission
9. By fulfilment of a resolutory condition
10. By prescription
11. By death whenever personal obligations are
involved
12. By expiration of a resolutory period
13. By compromise
14. By impossibility of performance
15. By fortuitous event 38
CONTRACTS

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 TRUTH:
Okay first of all, why do we have to make one? Most
entrepreneurs are so neck-deep on their startup idea, they
might forget to consider the most important asset that can
protect him when he goes out to the market. Lets face it the
business world is unforgiving. So if you dont have the right
weapon to guard you, you can loose everything that youve
worked so hard for. Consulting with legal partners is a very
important step to secure your company before building it. They
will all tell you to duly comply with the contract-making even if
it may seem unnecessary in the beginning of your startup.
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The one thing you have to be sure about:
Contract-Making?

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1. Its a proof of evidence in legal
proceedings.

2. A precautionary measure

3. Standardizing your operations

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 Q: What is the importance of a
contract in running a business?
As an entrepreneur we do not entertain being
prosecuted as the first thought because
entrepreneurship is all about creating something
good for public consumption. We do more good
than harm right? However, the importance of
contract in running a business is like electricity to
a lamp. You cannot operate your business
smoothly without one.
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1. Court trials are very clear possibilities more than
one can expect. Frequent cases involve employee
compensation, labor violations and all. Primarily
with employees who demands more reparation in bad
cases of dismissal so the employer will have to
consider a trade off between the cost of going to trial
and the amount of compensation to pay. If you dont
have time to spare for unnecessary disruptions, this
can be a pain. But if you have clear stipulations and
an unambiguous contract , then you wont have to go
through all the hassle of these complaints. 44
2. To prevent possible future
problems and worst case
scenarios.
Prevention is better than cure.

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3. Third pointer is once you make a contract, you
can also reduce future cost. When you have a
typical kind of business, you can use a similar
contract and regulation practice, as other
companies and it will be convenient for your
administration and management team. Accounting
department can also organize their rules and
operations according to the contract regulations. Of
course it takes time to create the first version of
your contract but you can revise it as your business
evolves. 46
 CONTRACTS
A contract is a meeting of minds
between two persons whereby one
binds himself, with respect to the
other, to give something or to
render some service.
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 Basic Characteristics of Contracts
1. AUTONOMY (Art. 1306)
The contracting parties may establish such
stipulations, clauses, terms and conditions
as they may deem convenient provided
they are not contrary to law, morals, good
customs, public order or public policy.
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2. RELATIVITY OF CONTRACTS

The contract takes affect

only between the parties,
assigns, and heirs

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 3. MUTUALITY / OBLIGATORINESS
OF CONTRACTS
Contracts bind all parties
The validity and compliance of
contracts cannot be left to the will of one
of the parties

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LIFE OF CONTRACTS

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 ESSENTIAL REQUISITES OF
CONTRACTS
1. CONSENT of the contracting parties
2. OBJECT CERTAIN which is the
subject matter of the contract
3. CAUSE of the obligation which is
established.

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 CONSENT
Consent is manifested by the
meeting of the offer and the
acceptance upon the thing and the
cause which are to constitute the
contract.

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 OBJECT CERTAIN
The thing, right or service which is the subject
matter of the obligation which is created or
established.

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What may be the objects of contracts?
1. Within the commerce of men- susceptible of
appropriation and transmissible from one person to
another.
2. The object should be REAL or POSSIBLE- it should
exist at the moment of the celebration of the contract
3. The object should be LICIT- not contrary to law,
morals, good customs
4. The object should be DETERMINATE.

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 CAUSE
This is the WHY of the contract or
the essential reason which moves
the contracting parties to enter into
the contract.

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 Breach of Contract
RCPI vs.CA et al
G.R. No. 79578
March 13, 1991

FACTS: A social condolence telegram sent through the facilities of the

RADIO COMMUNICATIONS OF THE PHILIPPINES, INC (RCPI).
The condolence telegram was correctly transmitted as far as the written
text was concerned. However, the condolence message as communicated
and delivered to the addressees was typewritten on a Happy Birthday
card and placed inside a Christmasgram envelope. The RCPIs defense
is that it ran out of social forms and envelope for condolence telegrams.

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The trial court rendered judgment in favor of the
respondents Timans which was affirmed in toto by
the CA. RCPI now submits assignment of errors
regarding the award of damages and attorneys fees
against it.

ISSUE: Whether or not RCPI is liable

for breach of contract and negligence
as decided by the 2 courts? 58
HELD: YES. The decision appealed from is AFFIRMED in toto

The SC fully agrees with the appellate courts endorsement of the

trial courts conclusion that RCPI, a corporation dealing in
telecommunications and offering its services to the public, is
engaged in a business affected with public interest. As such, it is
bound to exercise that degree of diligence expected of it in the
performance of its obligation.

One of RCPIs main arguments is that despite the fact that there was
error in the social form and envelope used, it asserts that there was
no showing that it has any motive to cause harm or damage on
private respondents:
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In the present case, it is self-evident that a telegram
of condolence is intended and meant to convey a
message of sorrow and sympathy. It seems out of
this world, therefore, to place that message of
condolence in a birthday card and deliver the same
in a Christmas envelope for such acts of
carelessness and incompetence not only render
violence to good taste and common sense, they
depict a bizarre presentation of the senders
feelings.
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 When plaintiffs placed an order for transmission of their social
condolence telegram, defendant did not inform the plaintiff of the
exhaustion of such social condolence forms. Defendant-appellant
accepted through its authorized agent or agency the order and received
the corresponding compensation therefor. . Gross negligence or
carelessness can be attributed to defendant-appellant in not supplying its
various stations with such sufficient and adequate social condolence
forms when it held out to the public the availability of such social
condolence forms and accepted for a fee the transmission of messages on
said forms. Knowing that there are no such forms as testified to by its
Material Control Manager and entering into a contract for the
transmission of messages in such forms, defendant-appellant committed
acts of bad faith, fraud or malice. . . .

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Anyone who avails of the facilities of a telegram company like RCPI can
choose to send his message in the ordinary form or in a social form. In
the ordinary form, the text of the message is typed on plain newsprint
paper. On the other hand, a social telegram is placed in a special form
with the proper decorations and embellishments to suit the occasion and
the message and delivered in an envelope matching the purpose of the
occasion and the words and intent of the message. The sender pays a
higher amount for the social telegram than for one in the ordinary form.
It is clear, therefore, that when the message was being
prepared, it committed a breach of contract as well as gross
negligence. It could not have been faulted had it delivered
the message in the ordinary form and reimbursed the
difference in the cost to the private respondents.
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 PAMAONG VS. FERRER
Rebecca and her daughter Annette ordered a three-layered wedding cake from
Fountainhead Bakeshop with instruction that the cake be delivered at 5:00 in
the afternoon of December 14, 1992 at the Cebu Country Club, the schedule of
the wedding. They paid the deposit of P1,000.00 that day and the balance two
weeks later. On the day of the wedding, when they arrived around 6:00 PM,
they immediately noticed the absence of the cake. After several calls to the
bakeshop they were informed that the order slip got lost, so they were forced to
order a sans rival cake at the club in order to go ahead with the cake-cutting
ceremony. The bakeshop delivered a cake at 10:00 in the evening but it was
only a two-layered cake, so they refused to receive it. After the wedding,
Erlinda the shop owner sent a letter of apology along with a check for P5,000
but they refused to accept it because they felt it was inadequate.

Rebecca and the spouses Lo then filed a case for breach of contract with
damages against Erlinda, the owner of the bakeshop. 63
Nevertheless, the facts show that when confronted with their failure to deliver on the
wedding day the wedding cake ordered and paid for, petitioners gave the lame excuse
that delivery was probably delayed because of the traffic, when in truth, no cake could
be delivered because the order slip got lost. For such prevarication, petitioners must be
held liable for nominal damages for insensitivity, inadvertence or inattention to their
customers anxiety and need of the hour. Nominal damages are recoverable where a legal
right is technically violated and must be vindicated against an invasion that has produced
no actual present loss of any kind or where there has been a breach of contract and no
substantial injury or actual damages whatsoever have been or can be shown. 27Nominal
damages may be awarded to a plaintiff whose right has been violated or invaded by the
defendant, for the purpose of vindicating or recognizing that right, not for indemnifying the
plaintiff for any loss suffered.
SC sentenced petitioners to pay respondents, as follows:
1. The cost of the wedding cake in the amount of P3, 175.00;
2. Nominal damages in the amount of P10,000.00;
3. Attorneys fees in the amount of P10,000.00; and
4. Costs of litigation.

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 SIMULATION
Simulation- defined as the declaration of a fictitious
will, deliberately made by agreement of the parties,
in order to produce for purposes of deception the
appearances of a juridical act which does not exist
or is different from what was really executed.
Simulation takes place when the parties do not
really want the contract they executed to produce
the legal effects produced by its wordings.
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 Kinds of Simulated Contracts:
1. Absolutely Simulated Contracts
- Contracts where the parties do not intend to be
bound at all
- Example: Mr X signed a deed of Sale in favor of Mr.
Y although the parties agreed that Mr. X will remain
to be the owner. Mr. X just signed the deed in order
to make his property out of reach of the BIR.
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 2. Relatively Simulated Contracts
The parties intend to be bound but they
concealed their true agreement.
Example: Mr. X signed a Deed of Donation in
favor of Mr. Y although he really received an
amount in return. The true agreement in this case
was sale.

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 EFFECTS:
An absolutely simulated contract is void while a
relatively simulated contract is void but only if it
prejudices third persons and if for any purpose
that it is contrary to law, morals, good customs
,public order or public policy.

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 FORM OF CONTRACTS
Dear PAO,
I entered into an agreement with a friend regarding
the sale of his Nike shoe collection. He sold it for a
considerable amount of money, but seeing that it
was a good deal, we shook hands on it and put it in
writing. I signed the piece of paper, and he gave
me a photocopy. We did not notarize the paper.

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 A few days later, I found out that he sold
his shoe collection to another buyer.
When I confronted him about this, he
said that I cant sue him over our
contract, because we did not notarize it,
therefore it was not a contract. Is it true
that a contract has to be notarized for it to
be valid and binding?
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Dear Lois,
A contract is defined by Article 1305 of the Civil Code as a
meeting of minds between two persons whereby one binds himself,
with respect to the other, to give something or to render some
service. As long as there is an agreement or a meeting of minds
regarding the obligation to give something or to render service, the
law considers it as a contract. In order for the contract to be valid, it
must be made with the consent of the contracting parties, there must
be an object that is the subject of the contract, and a cause of the
obligation (Article 1318, Civil Code). As long as the elements of
consent, subject and cause are present, contracts are valid in
whatever form they take. This means that contracts may either be
verbal or written

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However, our law provides that, [w]hen the law
requires that a contract be in some form in order that
it may be valid or enforceable, or that a contract be
proved in a certain way, that requirement is absolute
and indispensable (Article 1356, Civil Code).
Article 1358 enumerates the contracts that have to
be set down in a public document. It states:

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 Article 1358. The following must appear in a public document:

(1) Acts and contracts which have for their object the creation, transmission,
modification or extinguishment of real rights over immovable property; sales of real
property or of an interest therein are governed by Articles 1403, No. 2, and 1405;

(2) The cession, repudiation or renunciation of hereditary rights or of those of the

conjugal partnership of gains;

(3) The power to administer property, or any other power which has for its object
an act appearing or which should appear in a public document, or should prejudice a
third person;

(4) The cession of actions or rights proceeding from an act appearing in a public
document

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 All other contracts where the amount involved exceeds Five
hundred pesos must appear in writing, even a private one. But
sales of goods, chattels or things in action are governed by
Articles 1403, No. 2 and 1405. (128a)

Notarization converts a private document into a public

document (Vda. de Rosales vs. Ramos, A.C. No. 5645, July
2, 2002). Thus, in order for contracts enumerated in Article
1358 to be valid, they may be notarized. However, since the
contract with your friend is merely a sale of shoes, which are
movable property, then you do not need to have your contract
notarized.
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 EFFECT OF NOTARIZATION
ZENAIDA B. TIGNO, IMELDA B. TIGNO and
ARMI B. TIGNO, petitioners, vs. SPOUSES
ESTAFINO AQUINO and FLORENTINA
AQUINO and the HONORABLE COURT OF
APPEALS, respondents.
(G.R. No. 129416. November 25, 2004]

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 Facts:
The controversy in the present petition hinges on
the admissibility of a single document, a deed of
sale involving interest over real property,
notarized by a person of questionable capacity.

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 The notarization of a document carries considerable
legal effect. Notarization of a private document
converts such document into a public one, and
renders it admissible in court without further proof
of its authenticity. Thus, notarization is not an empty
routine; to the contrary, it engages public interest in
a substantial degree and the protection of that
interest requires preventing those who are not
qualified or authorized to act as notaries public from
imposing upon the public and the courts and
administrative offices generally.
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 Most crucially for this case, we should deem the Deed of Sale as not
having been notarized at all. The validity of a notarial certification
necessarily derives from the authority of the notarial officer. If the
notary public does not have the capacity to notarize a document, but
does so anyway, then the document should be treated as unnotarized.
The rule may strike as rather harsh, and perhaps may prove to be
prejudicial to parties in good faith relying on the proferred authority
of the notary public or the person pretending to be one. Still, to admit
otherwise would render merely officious the elaborate process devised
by this Court in order that a lawyer may receive a notarial
commission. Without such a rule, the notarization of a document by a
duly appointed notary public will have the same legal effect as one
accomplished by a non-lawyer engaged in pretense.

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 On the other hand, what then is the effect on the Deed of Sale if it was
not notarized? True enough, from a civil law perspective, the absence
of notarization of the Deed of Sale would not necessarily invalidate the
transaction evidenced therein. Article 1358 of the Civil Code requires
that the form of a contract that transmits or extinguishes real rights over
immovable property should be in a public document, yet it is also an
accepted rule that the failure to observe the proper form does not render
the transaction invalid. Thus, it has been uniformly held that the form
required in Article 1358 is not essential to the validity or enforceability
of the transaction, but required merely for convenience.[42] We have
even affirmed that a sale of real property though not consigned in a
public instrument or formal writing, is nevertheless valid and binding
among the parties, for the time-honored rule is that even a verbal
contract of sale or real estate produces legal effects between the parties.
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 Section 19. Classes of documents.For the purpose of their presentation in evidence,
documents are either public or private.

Public documents are:

(a) The written official acts, or records of the official acts of the sovereign authority,
official bodies and tribunals, and public officers, whether of the Philippines, or of a
foreign country;

(b) Documents acknowledged before a notary public except last wills and testaments;
and

(c) Public records, kept in the Philippines, of private documents required by law to be
entered therein.

All other writings are private. (Emphasis supplied.)

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 The Deed of Sale, invalidly notarized as it was, does not fall under the enumeration of public
documents; hence, it must be considered a private document. The nullity of the alleged or
attempted notarization performed by Judge Cario is sufficient to exclude the document in
question from the class of public documents. Even assuming that the Deed of Sale was validly
notarized, it would still be classified as a private document, since it was not properly
acknowledged, but merely subscribed and sworn to by way of jurat.

Being a private document, the Deed of Sale is now subject to the requirement of proof under
Section 20, Rule 132, which states:

Section 20. Proof of private document.Before any private document offered as authentic is
received in evidence, its due execution and authenticity must be proved either:

(a) By anyone who saw the document executed or written; or

(b) By evidence of the genuineness of the signature or handwriting of the maker.

Any other private document need only be identified as that which is claimed to be.

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 FORMS OF CONTRACT
Art. 1356. Contracts shall be OBLIGATORY, in
whatever form they may have been entered into,
provided all the essential requisites for their
validity are present. However, when the law
requires that a contract be in some form in order
that it may be valid or enforceable, or that the
contract be proved in a certain way, that
requirement is ABSOLUTE & INDISPENSABLE.

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 Take Note:
1. Contracts which must appear in writing
2. Contracts which must appear in a public
document
3. Contracts which must be registered.

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 Characteristics of Contract-Writing:

1. It must be worded in plain language too technical

words must be avoided

2. It must be concise it must be brief but

comprehensive to pave the way for certainty and clarity.

3. It must include all the legal requirements inclusion

of all the requirements required by law.
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 Some tips to
remember when
making or reviewing
contracts:
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 1. FOCUS
Contracts contain provisions that affect each of the parties involved.
Make sure to keep the focus on your rights and obligations. The other
parties will do so for themselves. Play several what-if scenarios in your
head and see if the contracts provisions sufficiently address these and
protect your interests. Engaging a lawyers services is of course an
advantage, but it might not be a cure-all.

Remember that most lawyers are only versed in the law. Thus, most of
them will only review the legalities of the provisions of the contract; not
the technicalities or whether or not the consequences of certain
provisions are acceptable to you.
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 2. Do not be afraid to think out of the
box.
Far-fetched circumstances may not be as far-fetched
as you think. Do not be tempted to think that the
other party might take offense if you seem too
suspicious or cautious with the provisions. After all,
contracts are there to address issues before they
become problems and destroy the deal and/or
relationship in the process. The more issues covered
and solved in advance, the better.
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 3. Communication is key.
Remember that contracts are supposed to express the agreed-upon
intentions of the parties. Vague or ambiguous terms, and careless use
of punctuation marks and word placements will make a provision
subject to unnecessary interpretation and debate, which might end
up with twisted to your disadvantage.
In conjunction with this, keep in mind that even if you are having a
lawyer draft your contract, it is imperative to communicate your
intentions clearly and review the draft to make sure it has been
properly reflected in the document itself. Obligating yourself to
work twenty four-hour shifts is definitely not the same as
committing to work twenty-four hour shifts.
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 4. Consider including a section for
defining terms
We all know that language is constantly evolving. What
something means today may not mean the same thing
tomorrow. Other than that, many words have multiple
meanings even in the same language.
Defining terms in advance will make sure that all parties
agreed to use that words particular meaning every time it
appears in the contract. Does the term year mean the
calendar year? A companys fiscal/business year? A
universitys school year?
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 5. Provide for contingencies and
dispute resolution.
No matter how complete and thorough one may aim to be, it
is virtually impossible to tackle all possible issues. And not
all matters are worth the relationship damage that comes
with court cases. However, many contracts fail to address
such issues, thus unfortunately having the effect of enlarging
an issue, wasting more time and resources than it should.
I assure you, having provisions that address how to deal with
unexpected developments and minor issues will surely save
you more time and energy than what it takes to draft them.

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