I don't know about you, but it's my experience that it is really hard to write very clearly and accurately, saying exactly what you mean and nothing else, and anticipating the most important contingencies while avoiding saying things that have unintended or undesired interpretations.
Not only is every court opinion I have read of written, every brief,. likewise, thus larded with traps and errors, but this is also true of philosophy papers written at relative leisure without tight deadlines and subjected to the scrutiny of many readers.
All that said, it may well be the case that if there is language in a contract t\hat looks like it can't mean what it says, then maybe it doesn't, and it can't hurt to consult with the company lawyers about what it was supposed to mean.
However, there are a number of important principles of contract law that hold in almost every jurisdiction that people should be aware of:
(1) Most jurisdictions will interpret a contract by its plain language within the four corners of the document, if written. Thus subsequent commentary by the lawyers is unlikely to have legal effect.
I should remark that most contracts do not have to be written; an oral agreement can be binding and most contracts, including and most employment contracts, are of this type.
(2) At the same time if there are ambiguities they are often construed against the drafter (in an employment contract against the employer and in favor of the employee) on the assumption that the drafter had the incentive and opportunity to say what they meant.
(3) Reading ambiguous language against the drafter is especially indicated if the contracts are take-it-or-leave it "contracts of adhesion" written by sophisticated client for less sophisticated employees or consumers.
(4) The parol evidence rule holds in most jurisdictions, it says that the contract (oral or written) is what is agreed on, and or contemporaneous agreements are not part of it unless it's agreed that they are intended to govern the expectations and rights of the parties.
(5) Subsequent modification of a contract (an agreement, say, that the ambiguous language means X) may be subject to a rule that modifications have to be written, if that is in the contract, so if you are looking for a particular reading that the other party is willing to concede and a written contract contains such a clause, it's best to get it in writing. Btw as a general rule the company lawyers are agents of the employee and can bind the employer by their actions.
Obviously you have to check in your own jurisdiction what the rules are and how they are interpreted.
--- On Fri, 7/11/08, shag <shag at cleandraws.com> wrote:
> From: shag <shag at cleandraws.com>
> Subject: [lbo-talk] boilerplate
> To: "lbo-talk" <lbo-talk at lbo-talk.org>
> Date: Friday, July 11, 2008, 8:32 PM
> rolling even more: the company attorney even incorporated
> the same typo, in
> the same place where "Prior Inventions" becomes
> "Prior Intentions". LOL
>
> man. this is fuckedcompany material or something.
>
>
> ----------------
>
> i just decided to plug in some key phrases and do a google
> on the contract
> that i've been discussing in the other thread, legal
> dwama. it's
> practically word for word the same as a document online. a
> further search
> revealed that it's boilerplate right out of a legal
> guide for small
> business that google has archived.
>
> rolling on the floor.
>
> yeah, i know a lot of these contracts are repurposed. and
> that's why we
> have the word boilerplate attached to legal documents. but
> it just cracks
> me up anyway.
>
> shag
>
> http://cleandraws.com
> Wear Clean Draws
> ('coz there's 5 million ways to kill a CEO)
>
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