122 SIDELINES FEBRUARY 2013
FOR HORSE PEOPLE • ABOUT HORSE PEOPLE
e
Equine Law
By Lisa Hollister, Esq.
Recently I was asked to resolve a legal problem concern-
ing a contract. The dispute was one which both my client and
the other party had a differing understanding as to their legal
obligations under the agreement. I asked my client to email
me a copy of the agreement and she sent me a signed con-
tract that had been purchased online. As I began reading the
contract, I quickly realized that many of the terms did not apply
to the agreement between the parties and, more disturbingly,
because the purchaser was required to either fll in blanks or
check applicable clauses, substantial portions of the fnalized
contract either conficted with other portions of the contract or
did not make sense.
Conficting terms
The problem in this particular situation was that while both
my client and the other party are each intelligent and sophis-
ticated individuals, one of the parties had checked multiple
and/or conflicting clauses. These conflicting clauses made it
somewhat impossible to determine the terms of what they had
agreed to in the contract. Had even one of the parties hired
an attorney to actually review the contract, that attorney would
have caught that there were conflicting terms checked in the
contract, informed their client of the problem, advised the cli-
ent not to sign and proceeded to fix the contract. Once the
conflict had been pointed out the parties could then sit down
and work out the terms in such a way that makes sense. I
must admit that not all contracts with fill-in-the-blanks create
future problems.
Example of when a fll-in-the-blank section in a con-
tract would be acceptable:
One such fll in section might be any peculiar tendencies that
the horse or pony has which the seller/lessor is aware. This is
particularly important if those tendencies might cause harm to
the purchaser/ lessee. Also if you work repeatedly with a spe-
cifc attorney, if your standard contract has a fll-in-the-blank or a
check-one clause section, it is most likely that that your attorney
has discussed the contract with you and explained how to use
the contract in various differing situations. Also, when you have
a good working attorney–client relationship, whenever there is a
question, the client should pick up the phone or email the attorney
and ask how to complete the contract.
Non-Tailored Contracts tend to be either too lengthy or
fail to address the necessary issues
In my opinion, another problem with online contracts is that nei-
ther party has a personal relationship with an attorney who under-
stands the needs of their client. As a result these contracts tend
to be overly complex and lengthy. When you have a personal
relationship with an attorney who understands your needs they
will tailor the contract to your specifc needs, leaving out all the
other terms that do not apply to the transaction. (For instance a
contract concerning the sale of a gelding need not discuss terms
regarding breeding rights.)
Having reviewed my frst online contract supposedly tailored to
the client’s needs, I found that in order to make the contract useful
for a number of situations the drafter had thrown in extra clauses
or series of option clauses that needed to be checked. Unless
properly flled out by the non-attorney user, this type of contract
can cause various clauses to confict with each other.
How Courts interpret Conficting Contract Clauses
If you provide the contract, and the clauses confict with each
other, the court will interpret the clause in favor of the individual
who did not provide the contract. Given this, if you are purchasing
the contract on-line double check it, make sure all of the terms are
clear and that none of the terms confict with any other terms in
the contract. However, if you work with a specifc attorney, your
attorney will undoubtedly review the agreement and make sure
that before you sign it, the contract both contains terms that you
can live with but also does not
contain any conficting terms.
Conclusion
I am sure there are online
contracts that, with a real com-
mitment from the user, can be
of beneft to the purchaser.
However, even after saying
this there remains a problem
that contracts which are not ad-
equate or improperly used by
the purchaser can cause the cli-
ent to fnd themselves in costly
litigation. If you do purchase an
online contract it is imperative
that you be proactive and make
sure the agreement is clear and
exactly what you are willing to
commit to.
Lisa Hollister is an attorney practicing
in Cincinnati, Ohio. Questions for Ms.
Hollister’s column can be addressed
to twinbridgefarm@aol.com.
Online Equine Legal Contracts