Hello, my name is Bradley Bailyn, and this is episode number three of the You Can’t Be Serious (YCBS!) podcast.

Today, we’re going to be talking about using your contracts with your customers to limit the amount of time that they have to sue you.

Why have you never heard of this before? That’s a very good question.

I’ve been in-house counsel for a while and outside counsel as well for many firms for quite a while now and almost never do I see anybody put into the contract language that limits the statute of limitations to less time than the law allows.

Is it legal to do that? It’s absolutely legal to do that.

As long as it’s a reasonable limitation, meaning you can’t take a six year statue of limitations and make it a day because that effectively takes away someone’s right to sue you.

But it’s very likely that if you reduce it to one year or two years, that will hold up in court.

So this alone right there justifies your time in watching this podcast.

Now, the next question is, can you make the statute of limitations longer if you are making a contract with someone else and you have a good amount of bargaining power?

For different public policy reasons the answer is not directly. You can do almost anything you want in the law. You just have to think about how to accomplish it and like with anything else, if you want to make it longer, you would need to start the statute of limitations running at the latest possible period which you could do by mutual agreement.

And that would probably take you past any lengthened statute of limitations that you would like. So you should understand that as a negotiating technique or simply as a way to reduce your exposure, you can and should play around with the length of the statute of limitations.

Now, what’s going to happen when you send this to the other side? I got to tell you most lawyers don’t want to negotiate contracts too heavily either because they’re getting paid a flat rate and every hour of extra time that they work just comes right out of their hourly rate that they’re trying to earn or because they think their client is just going to get angry at them for killing the deal, or they have a lot of work to do, whatever it is.

But, bottom line is most attorneys make a few changes on the contract, but not that much. And most clients are just excited to get the deal done or they just don’t read the contracts at all.

And so when you’re first getting into the relationship, it is absolutely remiss of you not to put into the contract all of the things that give you protections.

And if you write it in plain English and use very nice language, then there’s a very high chance that everyone’s going to say, oh, how nice of you.

You’re such a nice person. I’m not kidding with you, even lawyers. You know, if you act nice, that means you are nice.

So, yeah, this is one of the best things that you can do for yourself, save yourself a lot of potential problems.

My name is Bradley Bailyn, if you want to ask me legal questions or potentially collaborate on something or submit questions you’d like me to discuss
here on the air, my number is 646-326-9971.

My email is brad@bailynlaw.com.