Smart Contract Clauses to Protect Your Business if Litigation Happens

A colleague of mine once described attorneys as falling into one of two categories—we are either architects or historians. That is, either we help our clients design and build or we help our clients recreate the past when things fall apart. To my colleagues who fall into the architect category—those attorneys who create business entities, assist clients with real estate transactions, and prepare innumerable other agreements—I insist that in addition to documenting the core terms of the deal, they look to the future so as to help me if I need to recreate the past. Specifically, I encourage my colleagues to include provisions that will govern any litigation that results from the parties' contractual relationship. Complex commercial litigation comes with its share of surprises. What follows is a discussion of contract provisions that may reduce the number of those surprises.