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Contracts can be complicated and lots of companies prefer to use boiler plate. If someone is asked to sign a contract and then asks a question about it, does the answer given by the drafter have legal weight and would be enforceable?

For example, if Company A emailed person B a contract and person B asked a clarifying question about the interpretation of a term in the contract, if Company A replied by email would their response be legally binding or at least valid evidence in court?

Specific example: if a contract says "no consumption of alcohol at work" and before signing it a person asks "if I am off the clock can I drink in the staff room", if the reply is "ok", then could the company still fire for just cause the employee for drinking in the staff room off the clock? (assuming it wasn't employment at will, the employee wasn't intoxicated and was doing the job well, etc.)

2

Company A emailed person B a contract and person B asked a clarifying question about the interpretation of a term in the contract, if Company A replied by email would their response be legally binding or at least valid evidence in court?

Yes, it is legally binding. As long as the draftsman's interpretation is persuasively traceable to the contract, that interpretation evidences a meeting of the minds regarding the contract.

In the specific example you outline, the prohibition of "alcohol at work" and the company's subsequent clarification that it is acceptable to drink off the clock in the staff room means one or both of the following:

  • The term "at work" shall be construed as schedules rather than workplace/premises; or
  • the employer waives enforcement of that prohibition subject to the constraints as specified in the clarification made to the employee.

The legal outcome is the same: the company has no just cause to terminate its employee if he drinks off the clock in the staff room.

Were the company to disavow its interpretation, the clause at issue would still be unenforceable because it cannot be said that the employee (meaning the non-draftsman) knowingly accepted the clause at issue. In contract law, it is essential that the parties enter their agreement(s) knowingly and willfully. Therefore, the company would have to obtain first the employee's consent to strike the former interpretation.

  • Thank you for the reply. Just wondering what you mean by "persuasively traceable" in the second sentence ? – justasking111 Mar 20 at 0:14
  • @justasking111 I mean that it should be clear that the clarification pertains to (or references) the contract, and thus that it reflects the parties' intent at the time of formation of that contract. This is to preclude that the clarification be construed as "extrinsic evidence" of some prior or contemporaneous agreement that would be overridden by the "clear and unambiguous terms of a written, integrated contract". See also the "three-step process" outlined in Wolf v. Walt Disney Pictures and TV, 76 Cal.Rptr.3d 585, 602 (2008). – Iñaki Viggers Mar 20 at 11:52
  • I asked a follow up question here. Given what was discussed in your answer, does that mean it's in the non-drafting party's best interest not to task for clarification on interpretation? – justasking111 11 hours ago

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