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Terms Unclear in a New York Contract? Prepare to Go to Court


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1/1/2016
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When they enter into a contract in New York, both parties may think that there is a clear understanding of the terms of the agreement. Unfortunately, this is not always the case. However, a contract is not automatically unenforceable merely because its terms are ambiguous or unclear. Instead, a New York judge will need to determine whether or not the contract is ambiguous. If it is, a judge or a jury may then decide the meaning of the agreement based upon the circumstances surrounding it. 

In a recent breach of contract action involving unclear terms, NBA player and former reality television star Kris Humphries is accused of failing to uphold the terms of an agreement. Under the agreement, Kris agreed to introduce at least two fellow NBA players to a suit shop in exchange for a 30% discount off of the merchandise. The meaning of “introduce,” however, may be ambiguous. This contract serves as an example of an agreement containing provisions that are open to interpretation. 

If this case were filed in New York, the court would assess the following:

  • Did an enforceable agreement exist between the parties?
  • Does the language in question suggest more than one meaning when viewed by a reasonably intelligent person?
  • Is the language ambiguous when viewed in light of the context of the entire integrated agreement?
  • Is the contract unclear when viewed in light of the customs, practices, usages, and terminology generally understood in this trade?

Breach of contract actions require the guidance of a knowledgeable legal professional. To learn more, contact an experienced New York business litigation lawyer today. Call our office at (888) 497-3410 for a free consultation.



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