Why Wording can Make or Break Your Contract

Although they are sometimes used synonymously, there is an argument that ‘immediately’ means ‘without delay’ whereas ‘promptly’ suggests less urgency i.e. ‘without unnecessary delay’. Such words are used flippantly in everyday life, but in contracts, such words are vastly different. 

In an American case of Avaya Inc v Charter Communication Holding Company, the law required that the Notice of Claim was to be given ‘promptly’ after filing proceedings. This same notice was given 10 months later. The argument was then raised as to whether a 10 month delay still constituted ‘prompt’ notice. The court found that the term promptly was open for interpretation, and that in this instance, 10 months was still deemed be ‘prompt’.

Accordingly, when drafting documents, Lawyers draft in such a manner and use such words that are necessary to ensure their clients intentions and interests are protected.

a) look at the ordinary meaning of a word; 

b) set it against the background and context and; 

c) if doubt still exists, resolve it against the benefitting party I.e. the party that drafted the contract in the first place.

Need help with a contract? Let the team at Wainwright Legal help you. We can assist with the drafting of your contracts to ensure that they are drafted in a clear and concise manner, which can bind the other party. Don’t get caught out. Phone us today.