-1

I have signed a contract that has two clauses in one paragraph that sets two different upper bounds on a potential payment. Both begin with "shall not exceed".

For example, let's say I'm to be paid in muffins and the clauses are:

  • The amount of muffins shall not exceed 30.
  • the amount of muffins shall not exceed half the age of the person receiving the muffins

As I am 42 the second clause would hold that the maximum muffins would be 21. In order to conform to both clauses the number of muffins I receive should be 21 or less.

My concern is that there is not a final clause that says to observe the minimum of the first two clauses even though this is the logical consequence of two "shall not exceed" statements.

Is there any case law or precedent which establishes that a contract can have multiple "shall not exceed" bounds without requiring a final "take the minimum" clause?

  • 3
    Seems pretty obvious to me. When a contract has many clauses they all have to be satisfied. The only way to satisfy both clauses, logically, is to observe the minimum. I can't imagine that a court would need to look to case law or precedent to figure this out. – Nate Eldredge Dec 8 '17 at 19:38
  • There's no need for a precedent. Every clause has to be satisfied, and that may make one or many clauses trivial, when satisfying one or some clauses necessarily satisfies some others. – Nij Dec 8 '17 at 20:54
  • The trouble with precedent in a situation like this is that it is so fact specific. There might, for example, be a case where there was testimony about what the parties meant or how that language ended up being included that would distinguish it from a bare bones general case. – ohwilleke Dec 8 '17 at 21:14
  • 2
    let's say I'm to be paid in muffins I don't think there'll be much legal precedent here. – Parthian Shot Dec 8 '17 at 21:15
  • The second clause would be illegal, as age discrimination. So only the first would have effect. – user6726 Dec 8 '17 at 23:58
1

The clauses are not incompatible: if the lower value is satisfied they both are. I can’t see how any dispute can arise over this.

Your Answer

By clicking “Post Your Answer”, you agree to our terms of service, privacy policy and cookie policy

Not the answer you're looking for? Browse other questions tagged or ask your own question.