A contract, says the dictionary, is an agreement between two or more parties, commonly set out in a legal document, and enforceable by law.

But not always.

“The more interesting cases are when lawyers were not involved in the drafting of the contract,” says Frank Johnson, a partner in the Del Mar office of Sheppard, Mullin, Richter & Hampton. “More times than not, I’m in a deal where businessmen get together and they pull samples that they used in other contracts. I’ve had multimillion dollar contracts where they’re basically (written) on the back of a napkin.”

Basking in the afterglow of a new business deal, parties frequently neglect to think about: 1) what can go wrong, and 2) the all-important exit strategy, also known as the “out clause.”

The most famous out clause in these parts involves the beloved San Diego Chargers and their lease at Qualcomm Stadium (see accompanying story). Negotiated in the wake of the home team’s only Super Bowl appearance, a mere seven years later the Chargers’ trigger of the out clause is the subject of Mayor Dick Murphy’s surprise.

To be fair, Murphy did not negotiate the Chargers contract at Qualcomm Stadium, and San Diego attorneys offer him their sympathy. They, too, are often in the position of trying to make sense of contracts they didn’t negotiate. In the parlance, transactional attorneys draft contracts and litigators try the cases that result from the problems, anticipated or not.

“You go back and do the post mortem and yes, there’s the cleaning up of someone else’s mistakes,” says Steve Strauss, recently hired by the city as outside litigation counsel in the Chargers trigger case. “That happens a lot. Mistakes, or there’s ambiguity, or nothing (on a subject) in the written agreement.”

Since contract lawyers are experts in what can go wrong, they also should be able to draft agreements that offer protection, even leverage, while minimizing the chance that their client will end up in court.

“You should be thinking about the end of the deal when you’re getting into the deal,” advises Blake Allen, a partner in the San Diego office of Luce Forward Hamilton & Scripps. “If everything falls apart, how am I going to get free. What is the exit mechanism?”

Rising prices that have been passed along or bad economic times are not excuses for bailing on a deal. “There’s an increase in litigation when there’s an increase in commodity prices (such as oil, for example), but usually you won’t be able to get out of a contract because of change in prices of the components” that go into the cost of fulfillment, Allen says.

However, mistakes, certain types of fraud, illegality and impossibility of performance can be valid defenses to enforcing contracts.

A common problem that comes up in enforcing contracts is the readily available substitute versus the unique goods or services. “Generally speaking, a court will not enforce a contract between two parties if there is a remedy at law,” Johnson says.

This means if you can be compensated through the award of damages, the court will not demand the other party perform. The exception is a contract for unique goods and services. Houses and real estate are usually deemed unique, as are personal services contracts. “If I hire Junior Seau to play on my team, I can enforce that contract because that’s unique to the service he provides,” Johnson says.

An entirely separate question is what happens when one of the parties gives up and goes out of business. Don’t count on enforcement or even damages. “If (one of the parties) goes out of business, bankruptcy law comes into play, and that’s a whole other world,” says Eddie Rodriguez, a principal of Fish & Richardson PC.

The best way to stay out of court, attorneys agree, is to make the provisions of the deal as explicit as possible up front and avoid the tendency to “take care of that later.”

To avoid litigation, “make sure the language is obvious,” Rodriguez says. “If a layman can’t understand it, let’s go back and draft it so that people can understand what they said.”

In the beginning, as in the end, the parties need to assess their appetite for litigation. “If there’s going to be a dispute, am I going to be in a position where I can afford to litigate?” Rodriguez asks. “At the end of the day, it’s all about leverage.”