Can you enforce a contract with errors?
Clients routinely ask our attorneys if a poorly crafted document is enforceable, whether because of mistakes, errors, typos, or language that does not make any sense. The most straightforward answer here is, “maybe.” However, “maybe” is not much assistance to anyone in this type of situation. Whether or not a contract is enforceable can have significant consequences on the parties and people involved. A skilled contract attorney can assist clients in navigating these issues and seeing that their legal rights are protected and enforced.
It would take a review of the contract itself and likely a consultation for a contract attorney to properly and effectively determine and advise you in a contract enforceability situation. However, some guiding principles and understandings can assist you in choosing the severity of the issues about the enforceability of the contract. In addition, understanding some of these items will help you provide your contract attorney with helpful information that can allow them to assess the situation.
Suppose the fundamental issue that you are concerned with is enforceability. In that case, you are likely worried that the purpose of the drafted contract, or an agreement’s provision, is in jeopardy. You are either pleased about this, meaning you do not want the contract or that provision to be enforceable, or very upset about it, meaning you want to be able to enforce the agreement or that provision of the contract.
The nature and extent of the error(s), poor language, or mistake(s) can make a big difference concerning enforceability. There is not necessarily a definitive line that would make the contract unenforceable, as it depends on the specific facts of the case and the terms and language of the agreement. For example, lack of clarity on the delivery date of goods or services could be a minor issue in one case or the very essence of the contract in another. However, suppose it goes to the heart and core of the agreement and understanding between the parties. In that case, the problem may have a greater likelihood of leading to the unenforceability of the contract entirely.
Another major issue in contract enforceability is what was agreed to in an initial letter of intent or memorandum of understanding if one even exists, which led to the contract being drafted. Although you may not be able to utilize these in many cases where one party is trying to enforce the contract against another, they can indicate what the parties were trying to accomplish.
In addition to pre-contract drafting considerations, another critical issue is whether or not the parties have begun to perform under the contract. Some essential items to consider are:
- Did the performance completed thus far comply with the other terms in the contract?
- If performance departed from the terms of the contract, did the non-performance have a legal excuse?
The analysis here can begin to become more complex, which is why understanding the facts of your particular case is critical to understanding the parties’ legal rights. Therefore, when working with a Virginia Contract Lawyer, it is helpful to provide them with any relevant facts to understand what the parties have done under the contract.