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?
WHERE DOES THE BUCK STOP? | A shallow concrete pour leads to an interesting lawsuit
On the desk of President Harry S. Truman […]
Roads & Bridges | Reshaping Agreements
RESHAPING AGREEMENTS | Oral Agreements Must Be Written in Stone
Reuse, reshaping, and/or reapplication of existing materials was the goal in this roadway […]
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 […]
How Short is Too Short
A limitations period is too short when it’s unreasonably short.
Construction Contracting Without Relief Clauses During COVID-19
What to do if your contract lacks the parts to handle COVID-19? Considerations for creating new contracts during COVID-19.
Your Contract Can Handle COVID-19
Uncertainty and risk are not new or novel to contractors. Contracts reduce uncertainty and share the risk of doing or providing something. COVID-19 may have contributed to, but it has not single-handedly created, uncertainty and risk.
Contractors Can Use RFI to Notify the Government
The Board (and the government) should not elevate form over substance in evaluating the sufficiency of a contractor’s notice.
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 […]
