Before you start to play a sport, you should know the rules. You don’t want to score points for the other team or put your own team at a disadvantage by your behavior. You need to understand what you can and cannot do on the field and in light of those limitations, what strategies you should, or should not, employ. Before signing a contract, you need to know how the language of the provisions will be interpreted, what that interpretation will mean for your side, and how to keep yourself in the best position.
Too often, business owners treat contracts as an unfortunate requirement that must simply be tolerated, before the real work can begin. Indeed, business owners do not always read the contracts that they are going to sign, even those that their attorneys did not prepare, but rather were prepared by the parties with whom they are contracting. Business owners don’t always stop to realize that the contractual details will be reviewed, analyzed, and argued over, in the event, there is a business dispute. Business owners also often do not recognize the significant strategic implications of the language in the contracts they are signing and therefore do not take the opportunities at the contract drafting and negotiation stages to maximize their own benefits and strengthen their own positions. At Rosenbaum & Taylor, P.C., we help to educate our clients so that they can take advantage of a good bargaining position, or lessen the impact of a weak bargaining position.
What Makes a Contract?
There is no contract until the parties agree to something, but just what the parties have agreed to, and how a court will interpret the contractual provisions, opens up lots of questions. It is one of the reasons we do not recommend using online forms. We always recommend that clients use contracts that we can specifically tailor to their needs and which offer them maximum protection in case of a future business dispute. With our guidance and experience, the clients of Rosenbaum & Taylor, P.C. can be confident that the contracts they use are strong and that they have been drafted and negotiated by experienced business lawyers, with contractual interpretation rules and case law in mind.
A well-written contract should prevent, or decrease the likelihood of, or the severity of, contractual disputes. Business owners should always know what they are agreeing to and what the rules of contract interpretation are. Business owners do not want to be in the position of trying to enforce a contract provision only to find out that what they agreed to is not what they thought they were agreeing to. That leaves companies left searching for a remedy to limit their damages or losses.
At Rosenbaum & Taylor, P.C., we always want our clients to understand, fully, the significance of the provisions in the contracts they sign. We use clear, simple language to explain how a court is likely to interpret the contract language and what the effect of that interpretation is likely to be, should a dispute arise. Most business owners know that contracts are important, but many do not focus on the details until an issue with enforcement arises.
Interpretation of Contracts
In New York, courts are required to interpret contractual provisions according to the plain and ordinary meaning of the words used in the contract. That concept sounds simple, but the courts are full of feuding parties arguing over what the plain and ordinary meaning of their agreement is. As attorneys who draft contracts, who advise clients before they sign contracts, who negotiate contract provisions, and who evaluate the consequences of existing contracts, we are always mindful of the rules of contract interpretation and relevant caselaw. As simple as the “plain and ordinary meaning” principle sounds, it is often complicated and difficult to apply.
The task of applying the plain and ordinary meaning to words and phrases is also complicated by the way in which some contracts and agreements are written. Contracts do not need to be written in legal jargon, with fancy-sounding phrases. They can, and should be written in clear, plain language. That is certainly beneficial in discussions between the parties and in legal arguments, should that become necessary. Clear language leaves less room for alternate interpretations of what the contracting parties meant.
Rosenbaum & Taylor, P.C., is Ready to Help with All of Your Contract Drafting & Negotiation Needs
When contract disputes do arise, we assist clients by working to enforce or resist enforcement, of contractual provisions. We do a lot of work in the area of business disputes and contract disputes in part because many contracts are not well-written, are not clear, and are not prepared in accordance with applicable caselaw and rules of contract interpretation.
Keep in mind that it’s better to get the contract language right from the beginning rather than to have to argue over the meaning of words and provisions when a dispute has already arisen. The proper care, attention, and focus in contract drafting can save you money and time in the long run.
We are here to help with contract drafting and negotiation and with business disputes, should they arise. Contact Rosenbaum & Taylor, P.C., today to speak with an experienced contract attorney today.