Article
The Sources and Consequences of Disputes over Contractual Meaning
University of Pennsylvania Journal of Business Law
(2023)
Abstract
With some frequency, parties agree to the particular words used in a contract they sign, only to later disagree as to the meaning of those words and their legal effect. That is, they each assent to something, but that “something” is something different for each of them. In this Article, I first categorize and trace the sources of recurring points of disagreement as a matter of language and linguistics. Then I look at the consequences of a dispute that leads a fact finder to conclude that the parties genuinely did not agree to the same thing, which is to say that the meaning of the words they chose is indeterminant in the milieu of their “contract.” Finally, I situate the discussion in the context of dispute resolution and the procedural consequences of a finding that, in words or effect, “there was no agreement.”
Keywords
- contracts,
- agreement,
- interpretation,
- construction,
- ambiguity,
- vagueness,
- severability,
- separability,
- language,
- linguistics,
- arbitration,
- meeting of the minds,
- contract formation,
- mistake,
- misunderstanding
Disciplines
Publication Date
2023
Citation Information
Randy D. Gordon. "The Sources and Consequences of Disputes over Contractual Meaning" University of Pennsylvania Journal of Business Law Vol. 26 (2023) ISSN: 1945-2934 Available at: http://works.bepress.com/randy_gordon/46/