5 Contract Clauses That Win Lawsuits—And 3 That Lose Them

Meta Summary: Learn which contract clauses can make or break your business in court—5 winning provisions, and 3 common pitfalls to avoid.

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Introduction: Winning or Losing Before the Case Starts

You don’t win a breach of contract case in court—you win it when the contract is written. The difference between collecting damages and walking away empty-handed often comes down to a handful of key clauses.

Here are five clauses that consistently strengthen your case—and three that might sink it.

✅ 5 Contract Clauses That Win Lawsuits

1. Clear Payment Terms

Winning starts with clarity. A strong contract spells out when payment is due, how it must be made, and what triggers payment obligations (delivery, milestones, etc.). In litigation, vague terms give the defendant room to argue ambiguity.

2. Attorney’s Fees Clause

This is your secret weapon. Without it, each side pays its own legal fees—win or lose. But with a properly worded attorney’s fee clause, you can recover your costs if you prevail, making it easier to justify enforcement actions.

3. Choice of Law and Forum

Don’t leave it to chance. Choose which state’s laws apply (New York or New Jersey, for instance), and where disputes must be resolved. A well-drafted forum selection clause keeps you in your home court and out of procedural surprises.

4. Time Is of the Essence Clause

This simple phrase adds teeth to your deadlines. Without it, courts may allow some delay. With it, missed deadlines can be treated as material breaches, giving you stronger grounds to terminate or sue.

5. Integration Clause

This clause shuts the door on “he said, she said” arguments. It confirms that the written contract is the entire agreement—preventing the other party from introducing side deals, emails, or verbal promises that weren’t included.

⚠️ 3 Contract Clauses That Can Lose Your Case

1. Overbroad Force Majeure

A force majeure clause that includes vague terms like “economic hardship” or “supply chain issues” can give the other side an easy escape hatch. Be specific—and limit excuses to true acts of God or uncontrollable events.

2. Unenforceable Liquidated Damages

If your contract includes liquidated damages, make sure they’re reasonable—not punitive. Courts will strike these down if they appear designed to punish rather than estimate actual losses.

3. Ambiguous Termination Clauses

Who can cancel the contract? Under what conditions? If your termination provision is vague or missing entirely, you may lose control over how and when a business relationship ends—setting the stage for a messy lawsuit.

Conclusion: Draft With the End in Mind

When it comes to contract disputes, the words on the page matter. Strong clauses set you up to win. Weak ones leave you vulnerable to defenses, delays, and dismissed claims.

Need help reviewing or enforcing a contract?

Contact Jesse David Eisenberg at JDE Law Firm, PLLC. We help businesses across New York and New Jersey protect themselves with strong contracts—and enforce them when necessary.

Schedule a Contract Review

📞 NY Office: 718-966-0877 | NJ Office: 732-490-7120
🌐 www.jdelaw.nyc