One summer while in high school I was working for one of my father’s automobile dealerships in Warner Robins, Georgia. An airman from the nearby Air Force Base came to the dealership and wanted to look at a new car. We loved our customers from the military and always enjoyed dealing with them. However, this gentleman was a bit different. Not long into the conversation he explained he was actually from the planet Venus and would be going home soon. He never explained how the Nissan 280 ZX he was interested in would transport him there. But he kept looking at the sun as he said he was waiting for a signal. One of the managers decided it would be a good idea to call the base and let them know where he was. As it turned out he was AWOL and was in the process of being discharged from the military under a section 8. The base sent someone to pick him up. I hope everything worked out for him. That’s how things were handled back in the day. In today’s world it might behoove one to ask if he preferred to be called a Venusian or a Venerian. Both have been used to describe the theoretical inhabitants of the very hot planet second closest to the sun. Who knows? Perhaps he came here on one of those tic tac looking flying objects the Navy has filmed over the past couple of decades.
The point of all of this is the English language has constantly evolved and changed over the years. About the same time of the above incident, I read “Beowulf”, or at least attempted to. The Old English text is basically incomprehensible to the modern English speaker. In the business and technology realms, new terms of art are invented and rapidly adopted these days at a record pace. The same is true for societal definitions as well and many dictionaries have a hard time keeping up.
In the law, there is something called the “Plain Meaning Rule” used when interpreting statutes. One Georgia court case described this as interpreting language in the “most natural and reasonable way as an ordinary speaker of the English language would”. Thankfully, many statutes give guidance on the issue by having long definition sections at the beginning of the statute. However, when it comes to private contracts not all contracts are as specific in defining terminology as they should be. This is especially true when there are new terms of art that do not have a universal definition agreed to by all in a particular industry. Such vagueness can lead to uncertainty and is oftentimes a cause of litigation.
To avoid such pitfalls, a very thorough definition section should be included in a contract. This is particularly true regarding cross border transactions where a difference of opinion on specific terms may have even a greater gap in interpretation. The cardinal rule of construction for contracts is to ascertain what was the intention of the parties who executed it. In essence a court will try to see if there was a meeting of the minds among the parties on any particular issue. Ambiguity can sometimes make this a difficult task. Thus, when in doubt it is always wise to spell out in detail specific terms, formulas for payment and other key elements in a contract in order to avoid future disputes.
Until recently a “unicorn” was a term only associated with a mythical horse with one horn. Today it also encompasses a business start-up valued at one billion dollars or more. Who knows what it will mean in the future? When it comes to contracts, it will mean whatever the parties agree it means in the definition section. Whether you’re dealing with people from other planets or the mythical unicorns, when you need help with legal matters, call the one you can trust. Contact Chris today … click here.