Contract disputes arise when one party breaks a contract. When a material term or portion of the agreement is not met, the contract is deemed to be breached. Such disputes can cost a company substantial amounts in either delays or actual out-of-pocket losses.
Contract analysis starts with the contract itself. What does the contract say? Sometimes, and just as importantly, is what does not contract not say? When the contract is silent to an aspect, then courts look to the purpose of the contract. Can the purpose of the contract be met even without the missing clause? Do terms of the contract contradict one another? Courts are very reluctant to add terms to a contract that parties never agreed upon.
Another aspect of contracts that many people gloss over is the aspects related to when a dispute arises. Some contracts choose which state law will apply. Other contracts have forum clauses, dictating which court the dispute would need to be argued in front of. Still others contain arbitration clauses, stripping the right to a jury trial away.
It is always wise to have an attorney review a contract before it is executed. The attorney can walk through each term of the contract to make sure you or your business understands what they are agreeing to. This way contract disputes can be anticipated and hopefully avoided.
If a contract dispute should arise, then it becomes critical, especially when there are ambiguous or silent terms, to get the other party’s intent on what they meant. Depending on the terms of the contract, any ambiguous terms can be read against the person who drafted the contract. Furthermore, depending on the terms of the contract, discussions that existed before the contract was signed may also be relevant. Sometimes, issues of fraud also arise in contract disputes.
If you have any questions regarding a contract dispute you are having, feel free to call the Law Offices of Ara Jabagchourian, P.C. to set up an appointment.