Interpretation of Conflicting Clauses in a Contract

Interpretation of Conflicting Clauses in a Contract: A Guide for Copy Editors Experienced in SEO

A contract is a legally binding agreement between two or more parties that specifies the terms and conditions of a transaction or relationship. Contracts protect the interests of all parties involved and provide a framework for resolving disputes. However, even the most carefully drafted contracts can have conflicting clauses, which can create confusion and uncertainty. As a professional, it is important to understand how to interpret conflicting clauses in a contract.

Identify the Conflict

The first step in interpreting conflicting clauses in a contract is to identify the conflict. This may seem obvious, but it is important to be clear about which clauses are in conflict, as well as the nature of the conflict. Conflicts can arise when two or more clauses in the contract appear to contradict each other, or when one clause is unclear or ambiguous.

Determine the Intent of the Contract

Once you have identified the conflicting clauses, the next step is to determine the intent of the contract. This requires a careful reading of the entire contract to understand the context and purpose of each clause. It may also be helpful to review any correspondence or negotiations that led to the contract to gain additional insight into the parties` intentions.

Apply the Rules of Contract Interpretation

There are several rules of contract interpretation that can be used to resolve conflicts between clauses. These rules are based on the principle that the intent of the parties should govern the interpretation of the contract. Some of the most common rules of contract interpretation include:

- The plain meaning rule: This rule requires that the words in the contract be given their ordinary and plain meaning, unless there is evidence to suggest that the parties intended a different meaning.

- The “four corners” rule: This rule holds that the contract should be interpreted based solely on its written terms, without reference to outside sources or evidence.

- The rule of contra proferentem: This rule states that any ambiguity or uncertainty in the contract should be resolved against the party who drafted the contract.

Consider the Context

In addition to applying the rules of contract interpretation, it is important to consider the context in which the contract was formed. This may include the parties` business relationship, industry standards and practices, and any other relevant factors that could shed light on the intent of the contract. It is also important to consider the practical implications of each possible interpretation of the conflicting clauses.

Seek Legal Advice if Necessary

If you are unsure how to interpret conflicting clauses in a contract, or if the conflict is particularly complex or contentious, it may be wise to seek legal advice. An experienced attorney can help you navigate the rules of contract interpretation and provide guidance on how to resolve the conflict in a way that is fair and equitable to all parties.


Interpreting conflicting clauses in a contract can be a challenging task, but it is an essential part of ensuring that the agreement is clear, consistent, and legally-binding. By identifying the conflict, determining the intent of the contract, applying the rules of contract interpretation, considering the context, and seeking legal advice if necessary, copy editors experienced in SEO can help to ensure that contracts are accurate and enforceable.