Contract Interpretation: Why Being Specific Trumps Being General

When it comes to contract interpretation, there is no room for ambiguity. A contract is a legally binding agreement that outlines the terms and conditions between two parties, and any vague or unclear language in the document can lead to confusion, disputes, and even costly legal battles.

One of the most important principles in contract interpretation is to prioritize specific language over general language. In other words, if there is a conflict between a specific term in the contract and a more general one, the specific term should prevail.

Why is this important? Let`s take a look at an example:

Imagine you are a freelance writer who has just signed a contract with a client to write 10 blog posts for their website. The contract includes a clause that states the client will pay you $50 per post upon completion. However, it also includes a more general clause that says the client has the right to terminate the contract at any time for any reason.

Now, let`s say you have completed five out of the 10 blog posts and submitted them to the client for review. The client suddenly decides to terminate the contract, claiming that they are not satisfied with your work.

In this scenario, the specific language in the contract regarding payment upon completion of each post would outweigh the general clause allowing the client to terminate the contract at any time. As a result, you would still be entitled to payment for the five blog posts you have completed, even if the client decides to terminate the contract early.

This is just one example of how specific language can protect both parties in a contract. When drafting a contract, it`s important to be as specific as possible in outlining the terms and conditions, including timelines, payment schedules, and expectations for performance. This helps to eliminate any ambiguity or confusion that could arise later on.

So, what happens if there is no specific language in a contract? In that case, general language may be used to fill in the gaps, but this should be done carefully and with the guidance of legal counsel. When in doubt, it`s always better to err on the side of being more specific in the language of the contract.

In conclusion, contract interpretation is a critical component of any legally binding agreement. By prioritizing specific language over general language, both parties can ensure that their expectations are clearly outlined and protected. When drafting a contract, it`s important to be as specific as possible in order to avoid any potential conflicts or disputes down the line.