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Law Offices of Jonathan M. Cooper

Q:
Will an unclear provision in my New York contract be resolved in my favor?

A:

In New York, the courts take the position that unclear contract provisions will often be resolved in favor of the party who did not draft the agreement. Therefore, if you did not draft the agreement in question, you may have an advantage over the other party. New York courts follow this general rule of thumb in an effort to balance out the power differences between the parties. Often, one party to a contract is naturally in a position of greater power than the other party. Common examples of contracts that may have unbalanced power positions between the parties include:

  • Sales agreements
  • Employment agreements
  • Real estate contracts

In addition to having a contract in which the power between the two parties is not equal, it also must be the case that following your interpretation of the provision will not lead to an absurd result. If you meet each of these criteria, the unclear contract provision may very well be resolved in your favor. 

If you are a party to a New York contract with unclear contract provisions, it is important that you seek guidance from a knowledgeable professional to protect your legal rights. Waiting to seek this protection can be costly. Breach of contract claims are subject to a statute of limitations, preventing you from bringing a suit beyond a certain time. To learn more about a breach of contract claim involving ambiguous contract provisions, contact a New York business litigation attorney today. Call our office at (888) 497-3410 for a consultation.