In the most recent case, Hillcrest Country Club Ltd. P`ship v. Zyscovich, Inc., 288 Sun.3d 1265 (Fla. 4th DCA 2020), the Florida Fourth District Court of Appeals assessed whether a contract was ambiguous. Plaintiff Hillcrest was an architect who provided services for a golf course in exchange for compensation. This was the provision of the contract, according to which the defendant golf course must pay a premium if a certain condition is met. There was no dispute about what happened between the parties; the only point of contention was the meaning of the term “authorizations” in the treaty. If the applicant architect`s interpretation had been clearly correct, he would have been entitled to the bonus remuneration. If the interpretation of the defendant golf course were clearly correct, the plaintiff architect would not recover anything. Comment: For example, California law implies a commitment to good faith and fair trade in every contract to ensure that one party does not unfairly thwart the other party`s right to receive the benefits of its agreement. It should be noted that a court cannot supplement or reject essential contractual provisions. Good formulation practices are to use words that, no matter how stilted and redundant, make the meaning of the agreement crystal clear, and if this cannot be achieved, a section of the agreement that defines the terms makes sense. If the parties cannot agree on the definitions at the design stage, it is a good idea to verify that such differences exist before trusting the agreement and adjusting the relationship or understanding to minimize the risk.

Ambiguities in contract law can result in a void or voidable contract, depending on the type of ambiguous language specified in the agreement. A contract may be ambiguous if the language itself, i.e. A particular term, word or phrase, is reasonably subject to more than one interpretation. In addition, if one of the parties is not clear about what is expected of them, one of the parties may argue that the contract is ambiguous. One of the reasons why the wording of the contract often seems stilted and redundant is the authors` effort to avoid confusion in the mind of the court or arbitrator about what the parties wanted to agree on. Such confusion can be caused by ambiguous or conflicting terms, and often a court, arbitrator or jury is asked to determine what the parties meant years or even a decade ago, when the parties themselves disagree on their previous intentions. Such disagreement between the parties may be based on genuine confusion or an attempt by a party to evade an obligation. “An agreement is ambiguous if it can reasonably be interpreted in more than one way as a whole or on its terms.” Haggin v.

Allstate Invs., Inc., 264 Sun.3d 951 (Fla. 4. LOAC 2019); Hancock v. Brumer, Cohen, Logan, Kandell & Kaufman, 580 Sun. 2d 782 (Fla.3d TCA 1991) (“An `ambiguous` word or phrase in a contract has been defined as `subject to opposite interpretation` or `reasonable or quite open to various interpretations`). In situations where the parties have not drafted the agreement, the above rules are the tools used by the courts (and most arbitrators) to interpret the agreement. Rules often require factual findings and intentions on the part of the courts, which is a time-consuming and costly exercise. Again, good writing avoids costly competitions later. The rule of proof parol states that once the parties have entered into a contract and the contract is a complete and complete expression of the parties` agreement, no oral or written agreement can be concluded from the outside to add, modify or contradict the terms of the contract.

However, if the wording of the contract is ambiguous and unclear, Parol evidence allows the parties to provide external evidence only to resolve the ambiguous language and explain the intention of the parties. Exceptions exist if a contract written by fraud, error or accident does not express the true intention of the parties and, in such cases, must be considered such an intention and the erroneous parts of the letter are not taken into account. Otherwise, an integration clause usually prevents either party from making pre-contractual statements or negotiations to modify, contradict or even supplement the written agreement. Parol evidence refers to oral agreements between the parties prior to the signing of the written contract. As a rule, such verbal agreements are concluded during the negotiation phase. Note: Some contracts contain a clause that modifies this legal rule of interpretation. Such clauses specify, in part, that the contract is to be interpreted as if both parties to the agreement had drafted it. Many contracts contain an “integration clause” that states that the contract must be a complete and definitive expression of the parties` agreement. This clause establishes California law to some extent, but is also subject to exceptions. Under California law, when a contract is reduced to writing, the intent of the parties must be determined solely from the letter, if possible, but subject to certain exceptions. The well-written agreement provides clear definitions of key terms and often a methodology to resolve possible ambiguities.

The parties are entirely free to include appropriate language in the agreement to avoid any ambiguity and, if so, that wording will be used in the contract by the court when deciding on the solution of any ambiguity. Often there is a section of the contract that defines the terms. .