Contracts: An Overview

 A contract is a legally enforceable promise, or, as defined in Black’s Law Dictionary, Fifth Edition, an “agreement between two or more persons which creates an obligation to do or not to do a particular thing.” Students do not have the authority to enter into contracts that are binding upon the University. Such authority lies solely with the President and the Secretary of the Board of Trustees. The University Policies and Procedures Manual States:

“The President of the University and the Secretary of the Board of Trustees are delegated authority to sign contracts and agreements which are binding upon the University. No contract or agreement shall become binding upon the University unless such contract and agreement shall have the signature of the President or the Secretary of the Board of Trustees affixed thereto.”

It is of the utmost importance that each student, as well as the party with whom one seeks to contract, understands that a student has no authority whatsoever to enter into a contract that binds the University in any way. It is important to consider that courts recognize certain oral contracts; that a contract may be formed when an offer by one party is accepted, even partially, by another party; and that a contract may be formed even without signatures, such as through electronic transfer. A student who wishes to enter into a contract must state clearly that they are merely gathering information and that only the individuals mentioned above have the authority to bind the University in a contract.

  1. Students cannot enter into or sign a contract. In order for the University to recognize a contract and agree to its stipulations, the contract must be signed by the President or the Secretary of the Board of Trustee, after being reviewed by the Vice President for Student Affairs and the University’s Legal Services Office.
  2. Start the contractual process with plenty of time before an event. To receive a signed contract, the University needs time to review the stipulations, make any changes to the contract, and have the contract signed by the appropriate personnel; this process could take as long as twelve (12) weeks. Contractual agreements usually call for a payment on the day of the event or performance. You need to be able to process expenditure forms at least four (4) weeks in advance, and you will need a signed and valid contract at that time.
  3. There are no shortcuts when you are dealing with legal contracts. Once you have a valid contract, your organization is liable for fulfilling all of the contract requirements.
  4. Do not exchange any money. An exchange of money might constitute “consideration,” an element of a legally binding contract.
  5. Once the contract is signed and approved, mail the contract to the other party. It is the responsibility of the organization’s Treasurer to make sure the contract is mailed to the individual or agency proving the services to the organization.

Checklist for Contracts

  1. Check on the facilities you plan to use to see it they are available. Utilize the 25-Live system and place a hold on a location at least eight (8) to twelve (12) weeks in advance.
  2. Obtain the proposed contract “from” or “regarding” the artist at least eight (8) to twelve (12) weeks in advance.
  3. Turn in the proposed contract to the Department of Student Life. The Department of Student Life will then pass the information on to the University Legal Services team. Once the legal team reviews the contract, they will pass the contract to be signed by the President of the University or the Secretary of the Board of Trustees.
  4. Once the proposed contract is approved and signed, a copy must be filed with the Department of Student Life. The organization should have a copy on file as well.
  5. Mail the approved and signed copy to the individual or agency providing services.

Selected Legal Considerations for Contract Negotiations

  1. The University cannot enter into contracts indemnifying another party.
  2. The University cannot purchase additional liability insurance of any kind.
  3. No advance payments or deposits are permitted.
  4. No arbitration clauses are permitted.
  5. The document must be governed by the laws of the State of South Carolina.
  6. The University will not pay the attorney fees of another party.
  7. The University does not employ the artist or provide wages.
  8. The signed for the University does not assume personal liability for the terms of the contract.

Contract Filing Procedures

  1. Gathering information by telephone or receiving a proposed agreement from the other party expedites the process.
  2. After receipt of the proposal, review all considerations listed above. Any changes, additions, or deletions must be initialed by both parties to the contract. When changes are made, please have the other party sign and initial first.
  3. Forward to the Department of Student Life for approval.