I’ve occasionally seen, or heard of, contracts with a company or law-firm logo in the header or footer. And contracts can be printed on letterhead. Do you include a logo in your contracts? If you do, I invite you to post a comment explaining how and why.
About the author
Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.
I often put my client’s logo at the top of a form agreement. I think it looks nicer and more official. Eric.
I have a few clients that like to do this. I’ve never asked why, but it looks fine and doesn’t really matter. Perhaps they view it like an iphone — ready for customization in fun colors.
We put logos in our company to identify if the template is that of ours or that of the client’s.
I have one client the prints execution copies on special paper discretely marked with their logo and colors along the left margin if the agreement. They do this primarily when they control the execution copy and when the agreement is on their form.
I’d say somewhere in the neighborhood of 70% of contracts that come across my desk have a logo of the commercial party that prepared the original document, but never the law firm that prepared it. This is nearer 100% if its the company’s standard form. The logo is usually in the header as a graphic on the first page only.
I generally don’t remove it when its there.
I’ve seen many companies insert their own logo, along with their document control number, vendor number, etc. in both standard form and custom agreements. I tend to see this more in documents driven by company purchasing departments (perhaps as an unsubtle reminder of negotiating leverage).
One issue that I’ve considered is whether doing so might disadvantage the company in a dispute involving ambiguous drafting, because the logos, etc. might contribute to the impression that the company controlled the drafting process. Ambiguities tend to be resolved against the drafter. I don’t think that impression of drafting control is overcome simply by inserting a clause indicating that the contract is the product of joint drafting (particularly in a printed standard form).
I also see companies insert footers on each page indicating that the contract is “confidential and proprietary” to one party – even when the contract was the product of joint drafting. That seems nonsensical.
If you’re going to insert a logo for one company, why not insert the logos of the other parties too? I prefer to omit them all.
One of my financial institution clients has its logo in the header of most of its documents, unfortunately if I change something in the footer, or even delete the final paragraph marker, the logo disappears. I used to spend a lot of time trying to get it back, now I just ignore the “loss” since, apart from looking nice, the logo does not affect the content of the document
Chris
Ken:
I include a logo in some form contracts, but they tend to increase the file size unreasonably, which can be a problem for some email systems, so I tend to avoid it.
Chris
OK, call me paranoid. I will never put my company’s (or a client’s) logo on any contract – I know it’s only a cosmetic addition, but take the case of an unsophisticated party on the other end of the deal — could it could create the appearance (illusion) that the contract is BigCo’s form and that the other party did not have input in the drafting and negotiation? [this is where someone will chime in about an “advice of counsel” provision…] I know that analysis is (or should be) based on the four corners of the deal, but…
If the logo is some form of “authentication” on behalf of the client/company, why not include it in the signature block only, where it would serve the function of a seal?
I also put the client’s logo on its form contracts. I think that it gives the “these terms are not negotiable” position more force.
On non-form contracts, I use my firm’s logo. The full logo (graphic and name) is in the footer of the front page and only the graphic is in the footer of the other pages. If the quality of drafting is good, the logo can serve a subtle marketing function.
I’m with Adam. We use a logo on our shorter standard forms in the hope that it gives at least an unconscious nudge that we don’t want to negotiate. These are things like PO terms or one-page service orders for routine matters.
Also, unless you’ve been inhouse, you might underestimate the pressure from the branding team to get the logo out as much as possible – it’s everywhere in some companies. The marketing benefit is perceived as greater than the risk that not only will there be a contract dispute (which rarely happens) and that there will be a viable claim that the logo on the contract somehow affects interpretation.
I also put the company logo on all contracts. I am in-house at a small leasing company and they prefer their logo as a form of marketing, making the documents look “smart” and professional.
It is absolutely non-standard to include a logo in a two-party agreement. I don’t really know who does this, or where this confusion even comes from but it’s inappropriate considering that a contract is an agreement between two or more parties. The notion that one party should claim “ownership” of the document is silly, and raises potential legal claims later on down the road which might disadvantage the party with the logo.
Furthermore, contracts cannot be “owned”. They are not copyrightable. And they do not represent original language.
A contract is not business correspondence. It is not a letter. Letterhead does not in any way belong on a shared two- or multi- party agreement.
I agree with NotQuant. I was leaning towards putting a logo on my rental lease agreements and even had done so. Then I read this and it really makes sense to me. I have saved this response and removed the logo because as you rightfully say, this is an “agreement between two or more parties.” No one party superceeds the other. Without either party, there is no contract, no agreement so I am approaching this as a mutual agreement where all come in having equal say and each having the ability to end the contract per the agreed to terms if it stops being mutually beneficial. Thanks for this comment. :)
I agree with @NotQuant:disqus, no need of logo as it is an agreement between two parties.
Could someone tell me that what is the legal value of certain terms and conditions agreed between the parties on a company letterhead v/s those being captured in a formal Letter Agreement with condition precedents.
If you have the same provisions in a letter agreement as in a more formal contract, the effect is the same, except I don’t know what you mean by “conditions precedent”? Do you mean it’s a letter of intent? (That’s a rhetorical question.) And the logo is irrelevant.
I am not sure I agree with the no-logo approach. The only strong argument is a potential finding of ambiguity in favor of the party not drafting or controlling the contract. I a large number of cases the contract, such as the rental leases above, will still have the drafter’s favor attached to it. The dispute process will invariably find who the drafting or controlling party in theses contracts that are not negotiable, or adhesive. It seems to me there its a weak string to think that somehow the human at the end of the day making a decision about the dispute will have a strong unfavorable bias toward the party making the contract. It seems a strong argument that the other party absolutely knew who they were doing business with. So, if your contract is already take it or leave it, fair, and reasonable, I don’t see the downside of adding the logo.
I think the argument of mutuality of negotiation has value. I don’t necessarily agree with the totality of the decision to always not include the logo. I think its a fair argument that in a negotiated drafting, where both parties are contributing to the final contract, I agree there is no reason to insert a logo. In addition, this scenario would give strength to a disparity of bargaining power when demonstrating the unfairness of a contract provision.
So my vote is: If it’s already an adhesive contract, and the disparity in bargaining power exists, and there is little gained from not including the logo. But if the contract is negotiated, containing a balanced effort in the derivation, then don’t include the logo.