Conflicting terms in a contract occur when there are terms within the contract that cannot be met or adhered to, because of conflicts that would be created within the contract, as a whole. Additionally, conflicting terms in a contract may exist if there are certain terms or definitions that are inconsistent throughout the contract.

Situations in which conflicting terms may occur include:

  • When there are multiple parties drafting the contract
  • The involved parties are not thoroughly clear on the terms or any revisions being made to the contract
  • Terminology is being used that may be familiar to those who work within a specific industry, but may not be familiar to, “lay people”
  • Terms and conditions of the contract are not being clearly spelled out to all of the necessary parties

To help avoid some of these issues, it is best to ensure that the contract is being drafted by someone who is well-versed in contract law and the appropriate language necessary, and who can also ensure that it is being written in common, everyday language. Additionally, a well-crafted contract will often contain language on how to address any conflicting terms, should they occur. Some things to consider in having a contract drafted, to ensure there are no conflicting terms are:

  • Both parties must be in agreement as to the terms and conditions of the contract, provided that the activities stated within the contract are lawful
  • The entire contract should be either agreed upon or denied, rather than attempting to piecemeal those parts of the contract that are amenable to all parties
  • Should there be more than one contract between the same parties, all of the contracts should be taken as one
  • Despite any vagueness that may exist, the contract will only apply to those mutually agreed upon terms and conditions
  • The language used in the contract should be clear and simple, understood by people not working in the industry which the contract covers
  • Any technical or industry-specific language that is used in the contract should be defined in clear terms

While it may seem as though conflicting terms in a contract could create a “deal-breaker” scenario, that does not have to be the case, provided that all parties involved are on board with ensuring that the contract is being drawn-up by someone knowledgeable in contract creation.

How to Resolve Conflicting Terms in a Contract

It is crucial to know how to best resolve issues around conflicting terms in a contract, as issues surrounding conflicting terms are now some of the primary reasons as to why parties involved in contract disputes take legal action against one another.

One reason as to why this may be the case is due to more and more people choosing to draft contracts themselves, trusting the, “good faith” relationship they may have with the other parties and assumptions of understanding the various terms and conditions, rather than utilizing the sources of an expert. While this may seem like a great way to make the process of drafting a contract less expensive, quicker and easier, in the long run, the opposite may prove to be true, as a qualified attorney will have the background as to how best write a legally-binding, equitable and easily understood contract.

It is worth noting that while the internet can be wonderful tool for finding pre-written contracts or templates, wherein the respective parties simply need to plug in pertinent details, because of the ambiguity that these templates can create, most courts will value the legality of a handwritten or typed contract, over one that is a pre-designed from the internet.

In addition to hiring a qualified attorney or contract expert to draft your documents, other steps you can take include:

  • Be specific. Specific terms and language are given far more credence than general ones. It is harder to argue any lack of clarity or understanding if the contract is as specific as possible.
  • Keep records. Should there be revisions to the contract made before all parties are in agreement, make sure that you are retaining dated copies of the previous copies, with notes as to why it was not accepted. Keeping these records can be beneficial to a judge in seeing the negotiation process, should you still find yourself in a position of there being a dispute over the contract.
  • Don’t sign or agree to anything which you are not completely clear on. While this may mean additional rewrites, costing more time, it can ensure that down the road, there is no confusion as to the terms and conditions of the contract

While it may not always be possible to avoid issues of conflicting terms in a contract, by taking the right steps, you can ensure that those times are the exception and not the rule.

If you need help with conflicting terms in a contract, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Stripe, and Twilio.