Tuesday, December 2nd, 2014 | Author:

The Case of the Clear and Unambiguous Contract

We’ve repeatedly blogged on the importance of drafting clear and unambiguous contracts and have provided examples of cases where the language was ambiguous.  In Doty v. Bryson, 2014  WL 5877925 (Fla. 5th DCA November 14, 2014), the Fifth District Court of Appeal reversed a trial court’s order declaring a contract to be ambiguous. The Court reviewed the subject agreement and determined that the contract language was clear and, therefore, refused to consider the intent of the parties as to what was meant by the contract.  In other words, the court looked at the facts of the case and applied them to the language of the contract.  The appellate court inferred that the trial court may have been concerned that the result may be unfair to one of the parties.  The court stated, “While we are sympathetic to the trial court’s concern that a judgment on Note “C” may be unfair, ‘[a] party is bound by the language it adopts in an agreement, no matter how disadvantageous that language proves to be.’”  Id. Thus, if the language of the contract is clear, it does not matter whether the result is fair.

This article does not constitute legal advice or the formation of an attorney-client relationship, and is not for re-publication without express permission of the author.

Brad Kelsky