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This is the single biggest problem with contract drafting, and lawyers do it as well as lay people - to read into your words what you think is there as opposed
by grellas 17y ago
This is the single biggest problem with contract drafting, and lawyers do it as well as lay people - to read into your words what you think is there as opposed to what they actually say.
The law sometimes gives a contracting party a way out by allowing you to admit evidence in a dispute over what the parties truly intended if the language reads ambiguously, assuming the language is merely ambiguous and not plainly and incontrovertibly against you. But, trying to salvage a contract in this way is like playing out a desperate last act because, by the time you reach that stage, you will already have a losing situation on your hands. Even if you win such a dispute, by the time it reaches litigation, you likely will have already lost economically on the deal in most cases.
The lesson here is not necessarily, "always use a lawyer" (though you should if you have a lot at stake in a particular contract) but rather, "read your contracts carefully and literally before signing." A good lawyer will do this, as will a seasoned executive or contracts manager (or founder, for that matter) who is experienced in dealing with contractual issues or who otherwise has a knack for this sort of this (some founders do have such a knack, most don't). Never simply assume that the language is what it appears to be at first glance.