Typical contract mistakes: 8 wordings worth rewriting
The most common mistakes that can lead to serious problems
Contract mistakes that cost money
Typical contract mistakes often lead to late payment, penalties, and long disputes. Below are typical mistakes when drafting contracts: what to check in the wording before you sign, so legal and financial risk goes down.
Check your contract against these criteria automatically:
Consequence map: what each mistake leads to
- A vague subject → it is hard to prove that the work was done poorly
- An undefined price → risk of extra charges and payment conflicts
- No deadlines → you cannot properly claim a penalty for delay
- A weak termination section → you are stuck in an unfavorable deal
- References to missing annexes → key terms do not apply in practice
Mistake 1: Vague wording
One of the most frequent mistakes is using general, non-specific wording instead of clear definitions.
Weak:
“The contractor undertakes to perform the work to a high standard and on time”
Better:
“The contractor undertakes to perform the following work: website design (5 pages), HTML/CSS layout, integration with the WordPress CMS. The work must be performed in accordance with the Statement of Work (Annex No. 1) by 15.03.2024. Quality is determined by conformity with the mockups approved by the Customer”
How to avoid it: Use specific wording, and state exact dates, volumes, and quality criteria. Attach statements of work and specifications where needed.
Mistake 2: Incomplete party details
Many people forget to state all required details, or state them incorrectly.
Incomplete details:
- Only the company name, with no INN or OGRN
- No legal address
- No bank details
- No contact details
Complete details should include:
- Full name of the legal entity, or full name of the individual
- INN and OGRN (for legal entities)
- Legal and actual addresses
- Contact phones and email
- Bank details (settlement account, BIC, correspondent account, bank)
How to avoid it: Use templates with a full list of details. Check the details on official sources (the Federal Tax Service website, EGRUL).
Mistake 3: An undefined price
Stating the price in an undefined form, or with a right to change it without the parties’ consent.
Weak:
- “The contract price is determined by the Contractor’s tariffs” (the tariffs are not attached)
- “The cost of the services is from 10 000 to 50 000 rubles”
- “The price may be changed unilaterally”
- “Payment is made upon completion of the work” (with no amount stated)
Better:
- “The contract price is 150 000 (one hundred fifty thousand) rubles, including VAT at 22%”
- “The contract price is determined by the formula: base cost 100 000 rub. + 5% for each additional day”
- “The price may be changed only by a written agreement of the parties”
Mistake 4: No deadlines
Many contracts do not contain clear deadlines for performing obligations.
Weak:
- “The work is performed within a reasonable time”
- “Delivery is made within a month”
- “Payment is made after the work is performed” (with no specific deadline)
Better:
- “The work must be completed by 15.03.2024 inclusive”
- “Payment is made within 5 (five) banking days from the date the acceptance certificate is signed”
- “Delivery is made no later than 20.03.2024”
Mistake 5: Unbalanced liability
Liability is often written for only one party, which is unfair.
Weak:
- “For a missed deadline the Customer pays a fine of 10 000 rub., and the Contractor bears no liability”
- “The Contractor is not liable for damage exceeding the contract price”
- “The Customer bears full liability for all risks”
Better:
- “For a missed deadline each party pays a penalty of 0.1% of the contract amount for each day of delay”
- “The parties’ liability is limited to the contract amount, except in cases of intent or gross negligence”
- “Risks are allocated between the parties in proportion to their participation in the contract”
Mistake 6: No termination terms
Many contracts do not contain clear termination terms, which creates problems when the relationship needs to end.
Weak:
- No termination section at all
- “The contract may be terminated only by agreement of the parties” (one party does not agree)
- “On termination the prepayment is not refunded” (with no account of work already done)
Better:
- “Either party may terminate the contract on 30 days’ written notice”
- “If the Customer terminates, the prepayment is refunded in proportion to work not performed”
- “If a deadline is missed by more than 30 days, the other party may terminate the contract unilaterally”
Mistake 7: References to documents that do not exist
Contracts often refer to documents that are not attached, or that do not exist.
Weak:
- “The terms are determined in accordance with the Regulation on…” (the document is not attached)
- “The details are set out in the Statement of Work” (the statement of work is missing)
- “The tariffs are stated on the website” (the website can change)
Better:
- Every document mentioned should be attached to the contract
- If a document is large, it can be attached separately, but that must be stated expressly
- Every reference should be specific: “in accordance with the Statement of Work (Annex No. 1)”
Mistake 8: The wrong venue
Venue is often stated in a way that is unfavorable for one of the parties.
Weak:
- “All disputes are heard at the Contractor’s location” (far from the Customer)
- “Disputes are resolved in a state commercial (arbitrazh) court” (more expensive and slower)
- Venue is not stated at all
Better:
- “Disputes are heard at the Customer’s location” (convenient for you)
- “Disputes are resolved in the court at the place of performance of the contract”
- “Disputes are resolved in a court of general jurisdiction at the defendant’s location”
Checklist: how to avoid the mistakes
Before you sign a contract, check:
- All wording is specific and clear
- The parties’ details are complete and correct
- The contract price is stated clearly and cannot be changed unilaterally
- Performance deadlines are stated as specific dates
- The parties’ liability is balanced
- The termination terms are fair
- Every document mentioned is attached
- The venue is convenient for you
- There are no hidden payments or fees
- Every term is clear and acceptable
Conclusion
You can avoid mistakes when drafting contracts if you treat every clause carefully and use proven templates. Remember: it is better to spend time working through the contract thoroughly than to solve problems in court later.
If you have no experience drafting contracts, use a specialized service to check them. It will help flag mistakes and unfavorable terms.
If you are only preparing the first draft of the document, start with the step-by-step builder: how to draft a contract from scratch.
Check the contract with DocumentCHEK
Our service automatically flags mistakes, unfavorable terms, and risks in contracts. Get a detailed report with recommendations in a minute.