Contracts & ExecutionQuestion 859 of 1632

In interpreting a contract that has both typed and pre-printed (form) terms that conflict, courts commonly give priority to:

a.The pre-printed form language, since both parties adopted that form
b.Neither term, leaving the whole contract void for uncertainty about the deal
c.The specifically typed or handwritten terms, as better evidence of intent
d.Whichever term the drafting party can show that it had actually intended to use

Explanation

Civil Code §1651 provides that where a contract is partly written and partly printed, the written parts control the printed parts where the two are inconsistent, and §1650 subordinates particular clauses to the contract's general intent. The reasoning is evidentiary: the parties negotiated the typed line, they merely inherited the boilerplate. (a) reverses the rule. (d) hands the tie to the drafter, which is backwards twice over — Civil Code §1654 resolves genuine ambiguity AGAINST the party who caused it to exist. (b) treats an internal conflict as fatal, but §1641 requires the whole of a contract to be read together so as to give effect to every part rather than to void it.

Law Reference: Civil Code §1641, §1650, §1651, §1654

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