Why 'We'll Fix It Later' Fails in Contracts

In the rush to close a deal, you hear familiar phrases: we will work that out later, we can amend it if there are problems, let us get this signed and deal with the details after. These assurances feel reasonable in the moment. Both parties want the deal to happen. Surely, reasonable people can resolve minor issues down the road. But this approach creates serious risks that often materialize into expensive disputes.

The reality is that later rarely comes, and when it does, the parties are no longer in the collaborative mood of deal-making. Circumstances have changed. Leverage has shifted. What seemed like a minor issue now looks significant. The goodwill that could have resolved the problem at signing has evaporated. This article explains why deferring contract issues is dangerous and how thorough contract review before signing protects your interests.

The Psychology of Deal Closing

Momentum Pressure

When a deal is close to signing, powerful psychological forces push toward completion. Parties have invested time, money, and emotional energy in the negotiation. They may have announced the deal internally or made commitments based on its expected closing. This investment creates pressure to finish, even when issues remain unresolved.

This pressure affects everyone involved. Business people want the deal done so they can move on. Lawyers may face criticism for raising obstacles. The desire to be reasonable, to not be the one who killed the deal, leads parties to minimize concerns that deserve attention. Proper contract review gets shortchanged in the rush to close.

Optimism Bias

Humans are naturally optimistic about the future. When entering a business relationship, parties tend to assume things will go well. They believe the other side shares their understanding and good faith. They expect problems to be minor and resolvable. This optimism leads them to discount the importance of clear contract terms.

This bias is particularly dangerous because it assumes future cooperation that may not exist. When problems arise, the same parties who planned to work things out amicably may find themselves adversaries. The collaborative relationship that seemed certain at signing may have deteriorated or never fully materialized.

Trust Substituting for Terms

Business relationships often begin with high levels of trust. You know the people on the other side. They seem reasonable and honest. Surely, you can trust them to deal fairly if issues arise. This trust leads parties to accept vague language or gaps in coverage, believing the relationship will fill in the blanks.

Trust is valuable but fragile. The people you negotiated with may leave their positions. Corporate priorities may shift. Economic pressure may force parties to enforce every right they have. When trust breaks down, only the written contract matters. If you did not review your contract carefully before signing, you may find it does not protect you.

Why Problems Arise Later

Changed Circumstances

The future never looks exactly like the present. Market conditions change. Technologies evolve. Regulations shift. Personnel turn over. These changes can transform what seemed like minor issues into major disputes. The contract term you planned to fix later may now have significant financial implications.

When circumstances change, parties evaluate their contracts through new lenses. Language that seemed acceptable in one context may seem unfair in another. A party who felt generous at signing may feel exploited when the deal looks different than expected. Changed circumstances reveal gaps that thorough contract review would have addressed.

Memory Divergence

Human memory is unreliable and self-serving. What each party remembers about oral agreements, understandings, and promises diverges over time. Each party's recollection tends to shift in their own favor, not through dishonesty but through natural cognitive processes.

When parties return to fix later the issues they deferred, they may have genuinely different recollections of what they agreed to. Without written documentation, these disputes become credibility contests. The handshake understanding from months ago becomes unenforceable and contested.

Relationship Deterioration

Business relationships can deteriorate for countless reasons. Performance problems, personality conflicts, competing interests, external pressures, and simple misunderstandings can damage initially positive relationships. When relationships sour, the cooperative spirit needed to resolve deferred issues disappears.

The time when you most need to fix contract issues is often when the relationship is at its worst. If you check your contract only when problems arise, you may find it leaves critical issues unaddressed and no remaining goodwill to resolve them.

Leverage Shifts

Bargaining power that exists during negotiation may not exist later. Once a contract is signed and performance begins, leverage often shifts to the party with less need for the relationship. A vendor who needed the business desperately during bidding may become confident after signing. A customer dependent on a single supplier loses power after switching costs are incurred.

Issues that could have been resolved favorably during negotiation may be impossible to fix later. The other party, now holding the leverage, has no incentive to make concessions. What seemed like a minor point to address later becomes an unwinnable battle.

Common Deferred Issues

Scope Ambiguity

Parties often defer precise specification of what the contract covers. We know what we mean, they reason. We can clarify if questions arise. But scope disputes are among the most common and contentious contract problems. Without clear boundaries, each party has different expectations about what is included.

When these expectations collide, the consequences can be severe. The provider expects additional payment for work the customer considers included. The customer expects deliverables the provider never intended to provide. Any contract checklist should include specific attention to scope definition.

Payment Terms

Payment timing, conditions, and mechanics are often left vague with plans to sort out the details during performance. But payment terms drive behavior and allocate risk. Vague terms create opportunities for delay, dispute, and withholding that clear terms would prevent.

When you review your contract, examine payment provisions carefully. Do they specify when payment is due? What triggers payment obligations? What documentation is required? Who bears the cost of delayed payment? These details matter far more than parties often appreciate at signing.

Performance Standards

How will you know if the contract has been performed satisfactorily? Parties often leave this question vague, assuming good faith will resolve any concerns. But performance disputes are common, and subjective standards invite disagreement about whether obligations have been met.

Objective, measurable performance standards provide clarity that prevents disputes. A thorough contract checklist includes verification that performance requirements are specific enough to be verifiable. Vague standards benefit the performing party, who can argue almost anything constitutes adequate performance.

Termination Rights

When can the contract be ended? Under what circumstances? With what consequences? These questions are often deferred as parties focus on starting the relationship rather than ending it. But unclear termination rights create problems when parties want to exit.

Proper contract review includes careful examination of termination provisions. Can you get out if the relationship is not working? What must you prove to terminate for cause? What are the consequences of wrongful termination? These issues are much easier to address at signing than during disputes.

Dispute Resolution

Where will disputes be resolved? Through what process? These procedural questions may seem unimportant when everyone expects smooth sailing. But dispute resolution terms significantly affect outcomes. Parties who deferred these issues may find themselves litigating in inconvenient forums under unfavorable rules.

A comprehensive contract checklist includes verification of dispute resolution terms. Forum selection, choice of law, arbitration requirements, and attorney fee provisions all affect your ability to enforce your rights. Check your contract for these provisions before signing.

The Amendment Fallacy

Why Amendments Rarely Happen

We can always amend it later, parties assure each other. But contract amendments require mutual agreement. Once the deal is signed, there is no incentive to agree to changes that benefit only the other party. The leverage that exists during initial negotiation, when walking away is still possible, disappears once the contract is executed.

Proposed amendments trigger renegotiation of the entire relationship. The party asked to agree to changes will want something in return. Issues long settled may be reopened. What seemed like a simple fix becomes a complex negotiation that may not succeed.

Formal Requirements

Many contracts include provisions requiring amendments to be in writing and signed by authorized representatives. Even if parties informally agree to changes, those changes may not be enforceable if they do not comply with amendment formalities. The fix you thought you made later may have no legal effect.

When you review your contract, note the amendment requirements. If changes are necessary later, you will need to comply with these procedures. Informal understandings, even if clearly agreed upon, may not modify the written terms.

Integration Clauses

Integration or merger clauses state that the written contract is the complete agreement and supersedes all prior negotiations and understandings. These provisions may prevent parties from enforcing oral agreements that they planned to document later.

The integration clause means that if it is not in the written contract, it does not exist. Assurances made during negotiation but not included in the final document may be unenforceable. This makes thorough contract review before signing essential.

Consequences of Deferred Issues

Litigation

Unresolved contract issues become lawsuits. When parties cannot agree on what their contract means or covers, they turn to courts for resolution. Litigation is expensive, time-consuming, and uncertain. Issues that could have been resolved with clear drafting at signing become disputes that consume years and fortunes.

The cost of litigation typically dwarfs the effort saved by deferring issues during negotiation. A few more hours of contract review and drafting can prevent months of discovery and trial preparation. The we will fix it later approach proves penny-wise and pound-foolish.

Broken Relationships

Contract disputes damage business relationships. Even when parties want to continue working together, disputes over deferred issues create lasting animosity. Trust erodes. Communication becomes defensive. The collaborative relationship that might have resolved issues informally is destroyed by formal disputes.

Relationships that could have thrived for years end prematurely because of contract problems that should have been addressed at the start. The parties who planned to work things out later find themselves unable to work together at all.

Financial Losses

Vague contracts transfer risk to whichever party ends up bearing consequences. Ambiguous scope terms may mean performing work without compensation. Unclear payment terms may mean waiting indefinitely for funds. Missing limitation provisions may mean unlimited liability. These risks translate into real financial losses.

When you check your contract carefully, you identify and allocate these risks explicitly. The party who should bear a particular risk either agrees to bear it or prices it into the deal. Deferred issues leave risks unallocated and often falling on the party least able to bear them.

Lost Opportunities

Contract disputes consume management attention that could go to productive activities. Energy spent fighting over what the contract means is energy not spent growing the business, serving customers, or developing new products. The opportunity cost of disputes is often greater than the direct costs.

Proper contract review at the front end frees parties to focus on performance rather than interpretation. When contracts are clear, the ongoing relationship can focus on creating value rather than protecting against the other side.

How to Avoid the Trap

Complete Contracts Before Signing

The best protection against fix it later problems is refusing to sign incomplete contracts. If an issue matters enough to discuss, it matters enough to resolve in writing. Resist pressure to close with gaps and instead insist on addressing open issues before execution.

This does not mean every minor point must be negotiated to exhaustion. Some issues genuinely can be resolved through standard practices or industry norms. But significant issues, those with real financial or operational implications, deserve explicit treatment.

Use a Contract Checklist

A contract checklist ensures you do not overlook important issues under deal pressure. The checklist should cover all standard contract provisions plus any terms specific to the transaction type. Working through the checklist systematically catches gaps that casual review misses.

Develop or obtain checklists appropriate for your common contract types. Use them consistently, even when deals seem straightforward. The straightforward deal that turns into a complex dispute is the one where you skipped the contract checklist.

Review Your Contract Thoroughly

Take time to review your contract carefully before signing. Read every provision, not just the ones that seem important. Understand what each term means and how it affects your rights and obligations. If something is unclear, ask questions before signing rather than assuming clarity will come later.

Contract review should not be rushed. Push back against pressure to sign immediately. A few extra days for proper review is a small investment compared to the cost of signing a problematic contract. Check your contract as carefully as its importance warrants.

Document Everything

If issues genuinely must be deferred, document the deferral explicitly. Write down what is being left for later resolution, what the parties' current understanding is, and how and when the issue will be addressed. This documentation provides a record if disputes arise about what was intended.

But treat explicit deferral as a last resort, not a first option. Most issues that seem deferrable are actually essential and should be resolved before signing. Only truly minor matters warrant documented deferral.

Get Professional Help

Lawyers provide value by identifying issues you might miss. Their experience with contract disputes teaches them what provisions matter and what language creates problems. Investing in legal review before signing is far cheaper than paying for litigation later.

If you cannot afford full legal review for every contract, prioritize the agreements with the most significant financial impact or longest duration. These high-stakes contracts most need professional contract review before execution.

When Deferred Issues Are Unavoidable

Phased Agreements

Some transactions legitimately require phased approaches. A complex project may need to start before all details are known. Parties may want to begin working together before finalizing all terms. In these situations, structured approaches can manage the risks of incomplete agreements.

Letter agreements, memoranda of understanding, or term sheets can document what has been agreed while explicitly identifying what remains to be determined. These interim documents should specify how and when remaining terms will be resolved and what happens if resolution fails.

Contingency Provisions

Contracts can include provisions for how deferred issues will be resolved. Decision-making procedures, escalation paths, or third-party determination mechanisms provide frameworks for addressing issues that cannot be resolved at signing. These mechanisms are better than leaving issues entirely unaddressed.

When including contingency provisions, be specific about the process. Who makes the decision? By what deadline? What standards apply? Vague contingency provisions create their own disputes about how the resolution process should work.

Walk-Away Rights

If important issues are genuinely unresolvable at signing, parties can include termination rights that allow exit if resolution fails. These walk-away provisions provide protection against being locked into an unworkable arrangement. They also create incentives for later resolution, since both parties face exit if agreement is not reached.

Walk-away rights should specify clear deadlines and clean termination procedures. If either party can exit, the consequences of exit should be addressed, including what happens to work in progress, payments, and other matters affected by termination.

Conclusion

The temptation to defer contract issues is understandable but dangerous. Pressure to close deals, optimism about the future, and trust in the other party all encourage parties to leave problems for later. But later rarely works out as hoped. Circumstances change, relationships deteriorate, leverage shifts, and what seemed minor becomes major.

Protect yourself by completing contracts before signing. Use a contract checklist to ensure you do not miss important provisions. Review your contract thoroughly, taking time to understand every term. Check your contract against your actual needs and expectations, not just the other party's assurances.

The we will fix it later approach trades short-term convenience for long-term risk. The few hours saved by deferring issues during negotiation can cost months of litigation and years of damaged relationships. Invest the time to do contract review properly at the start, and you will avoid the consequences of deferred issues that never get resolved.

If issues genuinely cannot be resolved at signing, document them explicitly and create structured mechanisms for later resolution. But treat deferral as an exception, not a standard practice. Most issues that seem deferrable are actually essential and deserve resolution before you sign. Trust the contract, not the promises to fix it later.