A BUSKLAW Newsletter Addendum: The Dangers of Contractual Ambiguity and Acrimonious Contract Negotiations
This is a follow-up to my recent post about contractual "gotchas." Some lawyers think that they're being crafty (and doing their clients a favor) by deliberately introducing ambiguous provisions in a contract. Plain-language expert Ken Adams points to an example from a 2007 post here . And negotiation expert and author Victoria Pynchon points to another example (involving the meaning of "sudden and accidental" from environmental liability insurance policies) from her Negotiation Law Blog . This gamesmanship strategy is not only ethically questionable but also likely to backfire on the supposedly crafty lawyer because ambiguity often cuts both ways - and courts often interpret ambiguous provisions in a contract against the parties who drafted them. A lawyer negotiating a contract under a tight deadline may use that pressure as an excuse to leave a disputed provision open to interpretation to meet the deadline. This is risky business - it may lead to co