Legal Terminology ??

cheif kaiser

I am just wondering if anyone knows if there is a legal term for a section of a contract that seems to directly contradict another section of the same contract.

For example: The contract says you are guaranteed an increase in business but further on down "in small print" it says "an increase in business is defined as the number of referrals for business".

In other words you submit a quote and your quote is accepted but that is the last you ever hear from them again so therefore you actually get no business.

Would the "small print" therefore directly contradict the "GUARANTEED, more business and if so is there a term for this.

Thanks.

littlemac1980

I would call that an ambiguity.

legaleagle10

I see your point, (contract not worded great but..) i would have taken from it "The contract says you are guaranteed an increase in business" and then further down they have given you the sentence "an increase in business is defined as the number of referrals for business ".

IMO they are saying what the business belives to be "increase in business" by giving their definition of it. So (i think) in laymans terms you are guaranteed an increase of business, we (the company) define an increase in business as as the number of referrals for business. TBH it does sound contradictory if what i said is not what they meant then contract could be void for uncertainty?

cheif kaiser wrote: »

I am just wondering if anyone knows if there is a legal term for a section of a contract that seems to directly contradict another section of the same contract.

For example: The contract says you are guaranteed an increase in business but further on down "in small print" it says "an increase in business is defined as the number of referrals for business".

In other words you submit a quote and your quote is accepted but that is the last you ever hear from them again so therefore you actually get no business.

Would the "small print" therefore directly contradict the "GUARANTEED, more business and if so is there a term for this.

Thanks.

cheif kaiser

Thanks Littlemac1980, just the term I was looking for.

Legaleagle10, I understand what your saying but the question is, can they define "an increase in business" as "referrals for business". I think one would assume that an increase in business would have to mean one would actually get some business in order for it to be increased ?

work solutions

A contradictory term is severed from the contract and the remainder subsists - the entire contract is not void. Also when enforcing a term of a contract and there is ambiguity and where a partyy is disadvantaged by it the contra preferendum rule applies:
Contra proferentem is a rule of contractual interpretation which provides that an ambiguous term will be construed against the party that imposed its inclusion in the contractÂ*– or, more accurately, against (the interests of) the party who imposed it.[1] The interpretation will therefore favor the party that did not insist on its inclusion. The rule applies only if, and to the extent that, the clause was included at the unilateral insistence of one party without having been subject to negotiation by the counter-party. Additionally, the rule applies only if a court determines the term to be ambiguous, which often forms the substance of a contractual dispute.

Reloc8

There is neither an ambiguity nor a contradiction there. The clauses are perfectly clear and consistent with each other.

A contract is an agreement between two parties who are free to contract. If they choose to agree a) that one will get an increase in business and b) that an increase in business is defined in a certain way then they are perfectly entitled to do so. Its very usual for contracts to contain definitions in the phrases used in them.

cheif kaiser

Company in question accepted the terms were not clear and somewhat contadictory. I got my money back which is what I wanted. Thanks Guys.