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When can a comma cost you $2 million?

30 pointsby timfover 15 years ago

4 comments

grellasover 15 years 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 <i>think</i> is there as opposed to what they actually say.<p>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.<p>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 <i>literally</i> 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.
newyover 15 years ago
What a pain. Speaking as a former attorney, these situations piss me off. English prose really isn't equipped to handle long conditions, exceptions and such. What's important in a contract is that it unambiguously captures the intent of both parties. Formulas, diagrams really should be used more often. We're not on typewriters anymore - Word can handle graphics. If you've ever seen a complex mathematical formula written out in legal prose, you'll know what I'm talking about. End rant.
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jvdhover 15 years ago
The introduction is a nice piece of trivia. However, it bears almost no relation to the message that the story is supposed to convey. ("Legal support f-ed up reading a contract" versus "being careful about designing a UI")
arsover 15 years ago
Isn't there some rule, that if there is a dispute in the contract, whoever wrote it gets the "less beneficial" interpretation?
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