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How a New York Court Assesses Whether a Contract Provision is Unclear


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1/1/2016
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When contract provisions are not clear and explicit, the results can be disastrous. Unfortunately for the drafter of the contract, New York contracts will often find in favor of the non-drafting party when a provision is determined to be unclear. What constitutes an ambiguous contract term? The answer will depend on the unique facts and circumstances of each breach of contract matter.

A former Biggest Loser contestant may find out the answer to this question in the near future. Tara Costa was a contestant on the popular TV show in 2009, where she finished third for her season. The reality personality entered into a contract with FC Online Marketing. She recently filed suit in New York alleging breach of contract for the company’s failure to pay her agreed upon appearance fees, as well as for the unauthorized use of her name and likeness. The company, however, asserts that Costa breached the agreement by gaining 45 pounds.

How will a New York court determine whether the so-called “fitness clause” in the contract is clear as to the amount of weight that is acceptable for Costa to gain while under the agreement? The court will likely do the following:

  • Consider whether the language has a definite and precise meaning. For example, was an exact amount of weight noted in the contract?
  • Consider whether there is any reasonable basis for the parties to have a difference of opinion as to what the fitness clause means.
  • Assess the integrated agreement as a whole.
  • Consider the intent of the parties.

For more information about ambiguous contract terms in New York, contact an experienced New York business litigation lawyer today. Call our office at (888) 497-3410 to schedule a consultation.



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