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.