You can’t afford to get this part of your contract wrong. Here’s how to do it right!
First, an intro to why this matters…
The party to a contract is the person or business responsible for all of the obligations in the contract. Thus, if an obligation isn’t performed, the named party is the one who will be held responsible. If it’s an individual, then that individual will be personally liable. If it’s a business, then the business will be liable, but the owners/employees of that business generally will not be (subject to a few exceptions).
It’s really easy to get right. But also really easy to mess up. Hopefully this post points you in the right direction.
How to Name an Individual
For individuals, insert their name into the preamble (the opening paragraph of the contract) and then in the signature block, have the individual sign and print their individual name. It’s best to use their formal legal name (ie, Christopher rather than Chris), although that isn’t necessarily required in most situations.
Here’s an example:
How to Name a Business Entity
Naming a business entity is a bit harder. First, you need to make sure you are using their actual legal business name (not an abbreviation or fictitious name). That legal name will almost always include a designation of their entity type (for example, LLC or Inc.). Second, you should reference the state in which they are incorporated (since different companies can register the exact same legal name in different states).
To accomplish those goals, look up the company in the Secretary of State’s website for the state in which they are likely incorporated (usually their home state or Delaware). In that database, you can find their legal name, their entity type, and the state in which they were incorporated.
Once you have all of this information, insert their legal business name in the preamble and use the following formation (or something similar) in the signature block:
What About DBAs (Fictitious Names)?
A “DBA,” “Doing Business As,” or a “Fictitious Name,” is just that: a fake name. It’s like a nickname. In theory, you can bind someone to a contract using their DBA/Fictitious Name, but it’s best to avoid that.
Both individuals and businesses can operate under a DBA/Fictitious Name, but in each case, when it comes to identifying them in a contract, you should use the conventions identified above. If you want, you can include a statement in the preamble to indicate their DBA, but it isn’t necessary. If you do, it’s usually best to say “(d/b/a Acme Technology)” or something similar.
As for the signature block, follow the conventions above.
Image: Adobe/Visual Generation
*This article is very general in nature and does not constitute legal advice.