Under New York contract law, the terms of an agreement must be clear. If they are not, they are resolved in favor of the party who did not draft the contract. The reason for this is that, typically, the party drafting the agreement has more power than the other party to the contract. The rule that unclear contract provisions will be held in favor of the party not drafting the agreement seeks to balance out that inequity.
A real-life example of how this type of situation can play out occurred with a member of the National Football League. In 2008, the New York Giants attempted to withhold a $1 million payment to player Plaxico Burress. Burress had been put in jail after accidentally shooting himself at a night club and could not appear at practice or games. Unfortunately for the Giants, however, the terms of the contract were ambiguous and held in favor of Burress. As a direct result, the language in players’ contracts was revised to be clear.
Under today’s NFL collective bargaining agreement, players who cannot fulfill their obligations under the contract as a result of being incarcerated are specifically in breach of their contract. This provision could be tested if the current legal trouble surrounding New England Patriot Aaron Hernandez results in jail time. If the contract were analyzed under New York contract law, the provision would be analyzed as follows:
- If the provision is ambiguous, it will be interpreted “most strongly against the draftsman.”
- Such interpretation cannot lead to an absurd result.
To learn more about ambiguous contract terms in New York, contact an experienced New York business litigation lawyer today. Call our office at (888) 497-3410 for a free consultation.