Good Fences And Contracts Make Good Neighbors

It is amazing how many fences surround people’s yards in Severna Park. Sometimes the fences are there to keep dogs from roaming or little children from running into a busy street. Sometimes the fence is there due to a law, such as those requiring pools to be surrounded by a fence to protect children from entering a pool without adult supervision and accidentally drowning. Sometimes people just want privacy. So long to the happy days of cutting through backyards when one is late for school.

The saying “Good fences make good neighbors” is an expression dating from at least 1640, meaning that having a clear and respected boundary between one’s yard and a neighbor’s yard helps to keep the peace between the neighbors. I picture a low stone wall or fence preventing one person’s pigs from strolling over and ravaging the neighbor’s crops, thereby keeping the neighbors happy. Hopefully, our Severna Park fences are low enough to encourage, rather than prohibit, neighborly meetings and chatting over the fence.

A good contract is like a good fence. We don’t tend to consider them until necessary. A good contract helps keep the peace between the contracting parties by specifying the terms of their agreement so that the parties get exactly what they want and there is no misunderstanding. A valid contract results from a “meeting of the minds,” as my contracts professor used to say. A good contract is enforceable when one party breaches.

Maryland law defines a contract as “a promise or set of promises for breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty.” The requirements for a contract are that there is an offer (one party promises to do or refrain from doing something), an acceptance (words or actions of the other party indicating his or her assent to the terms of the offer), and consideration (the value given or received in the exchange). A simple example is payment in exchange for goods or services. Whether a contract is oral or written, mutual assent between the parties is necessary. And in every contract, the law implies a duty of good faith and fair dealing.

Contract law is complicated, despite this oversimplified description. A breach of contract occurs when a party fails to perform a contractual obligation in whole or in part. In a lawsuit for breach of contract, the damages awarded are the amount necessary to make the non-breaching party whole, which would mean in the same position as if the contract had been performed as agreed upon. Sometimes the award is “specific performance,” in which the court compels a party to follow through on the action he or she promised.

Another remedy is one found in equity, called quantum meruit. In these cases, one party sues the other to recover the reasonable value of the services he or she performed but for which he or she was not paid. Usually, quantum meruit is applicable when there is no written contract, and one party is “unjustly enriched” by the performance of the other party.

Contracts, if written, should have unambiguously drafted language so that should a breach occur, the promises and obligations of the parties are clear. Clearly drafted language can prevent a misunderstanding between the parties and will allow a court to objectively interpret a contract in dispute. Many pitfalls can be avoided by an attorney who is able to “express with definiteness and certainty the nature and extent of the parties' obligations.”

If you need a well-drafted contract or you are concerned that a contract to which you are a party has been breached, you should consult an attorney who is familiar with this area of the law and who will assist you in making informed decisions. David Diggs is experienced in drafting contracts and finding resolutions when a breach of contract has occurred. If you need further information regarding this subject, contact The Law Office of David V. Diggs LLC, located at 8684 Veterans Highway, Suite 204, in Millersville, by calling 410-244-1171 or emailing david@diggslaw.com.