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NY Contract Terms May Be Ambiguous When You Can’t Predict the Future


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1/1/2016
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When drafting a contract in New York, good attorneys will try to envision and address the possible scenarios that could occur and cause problems between the parties. By setting the expectations and obligations clearly and up front, the odds that the parties will wind up in a court battle are reduced. Unfortunately, it is not always possible to predict every potential problem. An example is found in the ongoing court battle between two New York towns, Waterford and Halfmoon.

In the lawsuit between these two communities, Waterford alleges that Halfmoon breached its obligation to buy water on a shared contract. In its defense, Halfmoon asserts that there was a risk of the water being contaminated. Waterford alleges that Halfmoon’s breach resulted in more than $7.6 million in losses. The contract between the parties was executed more than 30 years ago. It is possible that the drafters of the agreement did not predict that water contamination could become an obstacle to the parties carrying out their obligations under the contract.

If a contract is ambiguous about an issue, it may be unenforceable. New York business litigation lawyers representing Halfmoon could argue that the contract terms are ambiguous and therefore cannot be enforced. To succeed, they would have to demonstrate that a reasonably intelligent person who has examined the agreement could attribute more than one meaning to the contract terms, even when taking into account the following, as commonly used in the particular business:

  • customs
  • practices
  • uses
  • terminology

If you are a party to a New York contract that might have ambiguous terms, contact an experienced New York breach of contract lawyer today for guidance. Call our office at (888) 497-3410 for a free consultation.



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