Ambiguity In Contracts: What Is It and How Can You Avoid It?

May 1, 2023 • Contract Management • 5 minutes

Contracts should be clear and straightforward to avoid disputes. Ambiguity in contracts can lead to misunderstandings, disagreements, and even litigation.

The risks associated with ambiguity in contracts are significant and can cost a company time, money, and reputation. To avoid them, it’s important to take measures to minimize any potential obscurity in a contract.

In this article, we’ll explore what is ambiguity in contracts, what are the risks associated with it, and how to avoid it.

What is contract ambiguity?

Contract ambiguity is the lack of clarity in a written agreement, making its terms unclear or open to multiple interpretations. This confusion can lead to disputes between parties involved in the contract. Courts often interpret ambiguous terms against the party that drafted the contract.

What are the risks associated with ambiguity in a contract?

Ambiguity in a contract leads to confusion and uncertainty for all parties involved. This lack of clarity can result in legal disputes, financial losses, and strained relationships between parties.

In short, contract ambiguity may lead to:

  • Legal Disputes: Unclear terms can lead to court cases to determine their meaning. Such legal battles are not only time-consuming but also expensive.
  • Financial Losses: Ambiguity may lead to unfavorable contract enforcement, costing money. Parties may find themselves obligated to terms that were not originally intended, leading to additional expenses.
  • Strained Relationships: Uncertainty can erode trust between parties. When expectations are not clearly outlined, dissatisfaction and conflict are more likely to occur.
  • Project Delays: Confusion can slow down progress and lead to missed deadlines. Delays can cause a ripple effect, affecting not just the project at hand but also other dependent tasks and timelines.

4 ways to avoid ambiguity in contracts

1. Define key terms

One of the most common causes of ambiguity in contracts is the use of undefined key terms. To avoid this, it’s important to clearly define any key terms used in the contract.

This can be achieved by including a definition section in the contract that outlines the meanings of any critical terms used. Defining these terms will ensure that all parties involved have a clear understanding of their intended meaning, reducing the risk of contract ambiguity and potential disputes.

For technology in particular, defining the names of software or specific products can help the entire legal process flow more smoothly, especially for people who may not be as familiar with these kinds of terms. Collaboration is key here, as many sets of eyes can determine what’s missing or unclear.

2. Use consistent legal language

Keeping language consistent across the whole organization ensures terminology remains the same, no matter where the contract is created. In larger businesses, various departments draft and send contracts, thus language consistency will help a company remain uniform regardless of who creates the contract.

Contract templates can greatly help with ensuring consistency in contract language. Legal can draft and approve all templates so there is less room for interpretation and the language used is uniform.

Templates can be stored in a contract management platform and updated whenever necessary. These updates are immediately pushed to anyone who creates their next contract from the template, meaning there are no more issues with teams having to download a new template every time a change is made.

3. Avoid unnecessary complexity

Contracts can become unnecessarily complex when too many technical terms, jargon, and legalese are used. This can make it difficult for non-legal experts to understand the contract’s contents and increase the likelihood of misunderstandings.

In order to prevent misunderstandings, it is essential to keep the wording of contracts simple and straightforward so that all parties understand the document. This can help ensure that the contract’s terms are interpreted correctly, and that any disputes are avoided.

4. Foster team collaboration

What’s clear to one person may be confusing jargon to another. Collaborating as a team ensures that new sets of eyes are able to clarify any confusion in templates, drafts, and final documents. Working together to add suggestions and improvements means less work for each team member.

A great way to encourage collaboration is to use a contract management platform with contract approval workflows. Legal can be included on every document so there’s no confusion and the final sign-off is simple.

Other elements such as discussion panels and in-line editing aid this process. Having a set process in place will ensure collaboration is consistent and helps teams work faster.

Ambiguity in a contract in summary

To sum up, ambiguity in contracts can lead to significant legal and financial consequences, making it crucial to ensure that contracts are specific, clear, and understandable to all parties.

To avoid contract ambiguity you should:

  • Define key contract terms
  • Use consistent legal language
  • Avoid unnecessary complexity
  • Facilitate team collaboration

Investing in a contract management platform can also streamline the process and increase efficiency. By taking these steps, legal teams can reduce the risks associated with contract ambiguity, saving time, money, and reputation in the long run.

 

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