Contract law is a critical aspect of any business relationship. It outlines the terms of an agreement between two or more parties and helps to ensure that everyone involved understands their obligations and responsibilities. Unfortunately, conflicts can arise in contract law, particularly when it comes to conflicting terms.
Conflicting terms refer to when two or more provisions within a contract contradict each other. This can happen due to poor drafting, misunderstandings, or changes in circumstances that were not foreseen at the time the contract was created. When conflicting terms arise, it is essential to resolve them as quickly as possible to avoid disputes and potential legal action.
The first step in resolving conflicting terms is to determine which provisions take precedence over others. In contract law, the ”parol evidence rule” states that extrinsic evidence cannot be used to interpret a written agreement if the terms of that agreement are clear and unambiguous. Therefore, the first thing to do is to review the language of the conflicting terms carefully. If one provision is more specific or speaks to a particular issue more directly, it may take precedence.
If the language is not clear, the intent of the parties may be considered. The best evidence of intent is usually found in the contract itself, but sometimes it may be necessary to look at extrinsic evidence, such as emails, oral agreements, or previous dealings between the parties.
Another approach is to consider the construction of the contract as a whole. The courts will generally look at the entire agreement to determine the overall purpose and intent of the parties. If the conflicting terms can be reconciled in a way that is consistent with the overall intent of the contract, that will be the preferred course of action.
In some cases, it may not be possible to reconcile the conflicting terms. When this happens, the parties may need to renegotiate the contract to clarify the terms and eliminate any ambiguity. This is often the most straightforward and most cost-effective way to resolve conflicting terms.
In conclusion, conflicting terms can jeopardize the effectiveness of any contract agreement. It is critical to address any conflicts as soon as possible to avoid potential disputes or legal action. By following the methods of determining which provision takes precedence, reviewing the contract as a whole, considering the intent of the parties, and renegotiating the agreement, conflicts can be quickly and efficiently resolved to ensure the contract`s success.