A conflict occurs when individual provisions of a particular agreement contradict each other. The courts also characterize conflicts as ambiguous. For example, in United Rentals, Inc. v. RAM Holdings, Inc., 937 A.2d 810, 813 (Del. Ch. 2007), a high-profile case involving a $6.6 billion acquisition that was never completed, the Court noted how a direct conflict between two recourse provisions made the agreement ambiguous. (See this article.) Again, it may be preferable to use different terminology to distinguish between different sources of uncertainty. Whether one or more clauses can be severed from the contract depends on whether the contract can function without the clauses. If the essential objective and the expected result of the contract can be achieved even without the clauses of the problem, they are separated. In a given context, a writer should weigh the benefits of vagueness – flexibility – against cost – uncertainty.

The term “latent ambiguity” has been used to describe such situations. (Black`s Law Dictionary defines latent ambiguity as “an ambiguity that does not occur readily in the language of a document, but arises from a minor matter when the terms of the document are applied or executed,” and then alludes to Raffles v. Wichelhaus.) But invoking ambiguity in this context only blurs matters, because ambiguity plays no role in creating the uncertainty that flows from excessive generality – overly general provisions do not convey other meanings. There may be terms that contradict each other, a term may be ambiguous, or it may be very difficult to decide what a particular term means. When lawyers and economists discuss legal uncertainty, they problematize the use of vague language in the drafting of laws. Here I would like to contrast this meaning of the term with another. When we say that the law is uncertain, we might think that two (or more) laws overlap, so we do not know which one is applicable to the facts of a particular case. Another source of uncertainty is the indeterminacy that occurs whenever a concept provides for the possibility of borderline cases. For example, “tall” is vague – you can`t tell exactly how tall someone needs to be to be considered tall. As a result, two people might agree that Tom is small and Dick is tall, but disagree that Harry – who is taller than Tom but shorter than Dick – is tall. And size is relative — your idea of what “big” means would likely vary depending on whether you`re considering a group of female gymnasts, a group of professional basketball players, or a mixed population. Courts tend to attribute all this uncertainty to ambiguity, which is the result of using ambiguity and ambiguity to convey a broader meaning than linguists understand – see how Black`s Law Dictionary defines ambiguity as “uncertainty of meaning or intent, as in a contractual clause or statutory provision.” But the broader meaning is not particularly useful, because each source of uncertainty works differently from the others.

Put them in the same bag and you may misunderstand them. If a separation is not possible, the contract, as already mentioned, is declared as never having existed. This does not leave the parties entirely in a legal vacuum, as the right of restitution stipulates that goods or services already provided must be paid for at a reasonable price in the market. Imprecision is unique among sources of uncertainty because it is not inherently harmful. Authors regularly use vagueness – the usual vague words and phrases in contracts include reasonable effort, significant and significant adverse changes, rapid and rapid, substantial, satisfactory, and unreasonable. The authors invoke vagueness when future circumstances are so unclear that it is impossible to set precise standards. For example, if a provision requiring reimbursement of attorneys` fees and expenses were likely to cover a wide range of disputes, it would probably not make sense to limit fees and expenses to a certain amount. Instead, an author could take advantage of the vagueness by referring the provision to reimbursement of reasonable attorneys` fees and costs. A possible consequence of one or more uncertain clauses is that the terms are separate from the contract or the entire contract is void. Therefore, uncertainty can be a way out of a contract. It is common for the terms of a contract to be uncertain in some respects.

CERTAINTY, UNCERTAINTY, contracts. In terms of commitment, one thing is certain when its nature, quality and quantity are described and clearly stated, Dig. 12, 1, 6. It is uncertain when the description is not that of a single object, but only of the species. Louis. Code, art. 3522, No. 8 5 Co. 121.

Certainty is the mother of rest, and therefore the law aims at certainty. 1 thickness. 245. Law of 27 July 1789, ii. 2, 1 The laws of history, 6. His remuneration for his employer does not exceed two thousand dollars per year. Gordon`s excavation. 211. 2. if the wording of a contract is so vague that its meaning cannot be determined with certainty and the limitation period for fraud excludes the admissibility of Parol evidence to clarify the difficulty; 5 Barn.

& Cr. 588; S. C. 12 Eng. Com. L. R. 827; or proof of the slogan cannot provide the defect, then no effect can be obtained either by law or by equity. 1 Russ. & M. 116; 1 chap. Pr.

123. 3. It is a maxim of law that what can be done safely is certain; certum est quod certum reddi potest Co. Litt. 43; For example, if a man sells the oil he has in his store for as much as a gallon, although there is uncertainty about the amount of oil, but to the extent that it can be determined, the maxim applies and the sale is good. See General, Narrative, Gl. El. sections 240 to 256; Mitf. Pl.

by Jeremy, 41; Apples Gl. Pl. 5; Wigr. on disk. 77. From a linguistic point of view, a contractual provision is ambiguous if it is likely to convey two or more incompatible meanings. Unfortunately, there are currently no shareable links available for this article. Anyone with whom you share the following link can read this content: This is done by applying an objective test: What would a reasonable person understand by the problematic clause(s)? It should be a guide to resolving a dispute over the meaning of the contract. Another form of contractual ambiguity is lexical ambiguity, which occurs when there is insufficient context to determine the meaning of a word that has more than one meaning. To give a well-known example: Frigaliment Imports Co. v.

B.N.S. International Sales Corp., 190 F. Supp. 116 (S.D.N.Y. 1960), concerned the question of whether an order for “chickens” was for young chickens or chickens of all ages that met weight and quality specifications. A more recent example of a case with lexical ambiguity is Provident Bank v. Tenn. Farmer`s courage. Ins. Co., 2007 U.S. App. LEXIS 10671 (6th Cir.

May 2, 2007), in which the court stated that it was unclear whether the term “foreclosure” referred to a foreclosure proceeding or a foreclosure sale. And see MSCD 8.107 for alternative meanings of year. Dismissal in contracts results from the inclusion in a provision of a word or expression that conveys a meaning expressed by one or more other words or expressions in that provision. A particular reader may not be sure that a particular word or phrase is actually redundant and may try to attribute unintended meaning to a particular provision – a witness dispute over the meaning of indemnifying and holding harmless (see this post). It is common for practitioners to refer to “creative ambiguity”, but it is likely that they refer to vagueness (see below) as there seems to be nothing creative about ambiguity. On the one hand, ambiguities during the design process usually go unnoticed and only reappear after closure, if at all. In addition, the ambiguity of a contractual provision may well deprive a party of an expected benefit from the contract, which in turn may lead to litigation. If a clause is so uncertain that it cannot be given a meaningful meaning, it is either separated from the contract or, if this is not possible, the entire contract is declared null and void. A contractual provision is too general if, due to a lack of detail, it is not clear what it refers to.

If a contractual provision is too broad, it falls more within the scope of the provision than the parties had intended, creating confusion as to the actual intention of the parties. For example, Acme is supposed to buy the Audi from Widgetco is too general if Widgetco owns more than one car made by Audi. Provided by Springer Nature SharedIt content sharing initiative The objective test is a common sense test. The courts will do a lot to find reasonable meaning, because the alternative is that the contract may be void. In contract law, the “reasonable person” view is used to determine whether a vagueness provision is met. (Otherwise, indeterminacy would be completely relative.) If a certain vague standard refers to the point of view of a party (as in satisfactory for Acme), then, in assessing satisfaction, one would take the point of view of a reasonable person in that party`s position, rather than the actual point of view of that party. It is common for authors to attempt to circumvent the reasonable person standard by introducing, at their discretion, a vague provision or deviation that Acme is satisfied with in its sole discretion. But a court could very well find that such a measure violates the duty to act in good faith; See this article. Declaring a contract legally invalid means that it is as if it never existed. You can also search for this author in PubMed Google Scholar To avoid this result as much as possible, the law`s approach to this common problem is first to give meaningful meaning to uncertain clauses.