Conflicting terms: Overview, definition, and example
What are conflicting terms?
Conflicting terms refer to provisions or clauses in a contract, agreement, or legal document that are inconsistent with or contradict one another. These discrepancies can occur when different sections of a contract suggest different interpretations, obligations, or outcomes. Conflicting terms can lead to confusion, disputes, or legal challenges if not addressed properly. In legal and contractual contexts, it is crucial to resolve these conflicts to ensure the agreement is enforceable and the parties' intentions are clear.
For example, one clause in a contract might state that payments are due on the 1st of every month, while another clause might state that payments are due within 10 days of invoice receipt, creating a conflict in the payment terms.
Why are conflicting terms important?
Conflicting terms are important because they can create uncertainty and potential legal complications. If the parties to an agreement are unclear about the terms or if the agreement contains provisions that contradict each other, it could lead to disputes regarding the contract’s interpretation. This can result in delays, breaches, or even litigation. Identifying and resolving conflicting terms ensures that the contract is consistent, enforceable, and aligned with the parties' intentions. It is essential to resolve conflicts before a contract is finalized or enforced to avoid any ambiguity or misunderstanding that could undermine the effectiveness of the agreement.
Understanding conflicting terms through an example
Let’s say a supplier and a buyer enter into a contract for the delivery of goods. One clause specifies that the supplier is responsible for delivering the goods within 30 days, while another clause states that delivery should occur within 60 days from the date of the agreement. This creates conflicting terms regarding the delivery timeline. To resolve this conflict, the parties would need to clarify whether the delivery period is 30 days or 60 days and ensure that the final agreement reflects this consensus.
In another example, a contract for construction services might include one provision requiring the contractor to complete the project by a specific date and another provision that gives the contractor additional time if there are delays beyond their control. If the terms regarding delays and deadlines are not clearly reconciled, the contractor and client could have different interpretations of the project timeline, leading to a potential dispute.
An example of a conflicting terms clause
Here’s how a conflicting terms clause might be addressed in a contract:
“In the event of any conflict or inconsistency between the provisions of this Agreement, the Parties agree that the terms specified in Section 4 (Delivery Date) shall prevail over those outlined in Section 7 (Extension of Time). Any ambiguity in the Agreement shall be resolved by mutual written agreement between the Parties.”
Conclusion
Conflicting terms in contracts or agreements can lead to misunderstandings, legal disputes, or delays if not addressed clearly. Ensuring consistency in the language of the agreement and resolving any contradictions is crucial to making sure that both parties are on the same page. Whether it's clarifying delivery deadlines, payment terms, or other provisions, addressing conflicting terms prevents confusion and ensures that the agreement is enforceable and fair to both parties.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.