12/04/2019

How to Read a Contract

So, you'd expect a simple enough of a title to result in a simple article, wouldn't you? In most respects, yes, the resulting article is very straightforward. But, despite the clearly enunciated principles of law governing contract interpretation, most fights occur over that very subject.

The Minnesota Supreme Court stated as far back as 1905 that contracts are to be read as a whole. That is, you cannot parse out one paragraph and read it in isolation. You have to synthesize all the paragraphs or sections with the others in order to arrive at a harmonious reading. Next, all the words of the contract are to be given their ordinary meaning. That is, unless the words are defined by law or are specifically defined by the parties within the contract itself. You have to be aware if, for example, the city of Hugo defines "residential" as one meaning while the city of White Bear Lake defines it as another. In such a situation, you have a potential ambiguity in the contract. From there, to resolve the ambiguity you look to the intent of the parties. That is, what did the parties intend for "residential" to mean?

Contracts are a balancing act. Too much that is too complicated leads to parties being too nervous to sign. Too little with not enough content and the parties are inviting problems. Nobody's perfect at writing contracts, but I have seen enough bad ones to know that I can help craft your contract to minimize issues and maximize your chances of prevailing in a dispute.

The material contained herein is provided for informational purposes only and is not legal advice, nor is it a substitute for obtaining legal advice from an attorney. Each situation is unique, and you should not act or rely on any information contained herein without seeking the advice of an experienced attorney. All information contained in links are the property of the linked site.

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