Contract formation confirms the parties understand and agree to all the essential terms. When that understanding and agreement fades, how do you find it again? How do you confirm you’ve found the best meaning?
When the contract language is unambiguous, it must be given its plain and ordinary meaning and the court may not look to extrinsic evidence to interpret its provisions. (Ambiguous language is discussed in another post.)
Plain and ordinary meaning comes from to the face of the language itself, without technical or specialized interpretation. This assumes the meaning is unambiguous, which is discussed in another post. When the meaning is plain, the parties, court, or arbitrator may look to other documents and/or testimony to confirm they have found the best meaning. The process looks like this:
Here are some examples where outside documentation confirmed the plain meaning:
Roads & Bridges
Where Does the Buck Stop?
Jon is a monthly contributor to Roads & Bridges magazine. He has been writing the law section for the magazine since January 2020. The link below will take you directly to the Roads & Bridges […]
Pay-If-Paid Unenforceable in Virginia Starting Jan. 1, 2023
As of Jan. 1, 2023, pay-if-paid clauses are unenforceable, regardless of whether a surety/payment bond claim is involved. This is only for subcontracts created on/after 1/1/23.
Also for subcontracts created on/after 1/1/23, the prime must specifically […]
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Taxes Due!
It’s tax season again, so it’s time to pay the piper.
Contractor Wins when Government Reconsiders Accord
Ever had buyer’s remorse or second-guessed a decision? When the U.S. Army Corps of Engineers did that, a Contractor won its claim for time and money.
On a flood control project near Nogales, Arizona, severe flooding […]
Claim Certified with Digital Signature Deemed OK
The law is not a trend-setter. It doesn’t readily change or adapt to tech. So, a commonplace practice in business became a dispute when a claimant digitally certified a claim under the Contract Disputes Act.
Jonathan J. Straw
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