Subjective Phrases In Your Contracts

When negotiating your contracts, normally, you should stay away from subjective phrases or you may be leaving yourself open to a court’s interpretation. Subjective phrases are those that are shaded by feelings, experiences and depend upon one’s individual point of view.  More often than not, they are loosely-defined words and phrases that may mean one thing to you, but something else to the other party. These phrases are like landmines in your contract, and must be avoided, if possible: Avoid phrases like “reasonable” or “best effort.” While attorneys may make a distinction between the two, courts have inconsistently applied the two, sometimes even merging the standards. While that would be alright if business goes smoothly, it could create protracted litigation if things turn bad. Avoid phrases like “material” and “substantial” unless you specifically define its meaning in your contract. Failure to define a term is an invitation for allowing a court

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