Ambiguous numbers in contract: which will be deemed to be valid (if so)? An employment contract states that notice of resignation (edit: or termination) should be given 30 (sixty) days prior to end of employment. Clearly, the number represented by the digits contradicts the number given in words. Which of the two should prevail (and why)? Or will the containing clause be deemed invalid? The text is in a word processor format file (editable). Jurisdiction: South Africa. In the past, in my experience, employment contract in this field (and many others) specified a notice period of 30 days / 1 calendar month, so I see that as a sort of "norm". Although I have seen a 6-week notice period in the recent past, so maybe there is a trend towards longer notice periods. (As an aside: I can see the value of this practice (giving a number both in digits and spelling it out) when a document is hand-written (or faxed) and may be unclear, but in the age of the electronic documents and e-mail???)
The general principle is that when one party writes a contract, and there is an ambiguity, the ambiguity is interpreted against the interest of the writer (contra proferentem). The case of Hypercheck v. Mutual and Federal Ins. confirms that South African law operates under this doctrine.
Contracts are routinely held to be valid even when there is negligible or literally zero financial “gain” (compensation, which they take into consideration in order to enter into the contract). A document purporting to be a contract might be held invalid if it is a bare promise like “I promise to give you $100 on Friday”, but you can make it an enforceable contract by including “if you give me a french fry today”. Reasoning that party “could have” done something else does not invalidate a contract, for example the party might have had $3 at the time and could have purchased a whole bag of fries. The only imaginable relevance of “I could have” thinking would be if the terms of the contract are so unclear that the party would not reasonably have understood the contract to have obligated them to pay $100, or that they would have reasonably believed that they were to receive a suitcase full of french fries. There is a (huge) difference between subjective errors in interpreting a contract and objective uncertainty. Objective uncertainty is fundamentally about the linguistic structure of the agreement, i.e. words like “it” which have no intrinsic referent, or “required books and clothing” (which could mean “required books and all clothing”, or “required books and required clothing”). There may be special rules of legal interpretation addressing how such ambiguities are resolved (this one is not well established, but is known in some spheres as the “across-the-board rule”). Personal interpretation does not enter into decisions as to the validity of a contract: if you misinterpret the words of a contract, regardless of how strong your proof is that at the time you did not understand the contract, that doesn’t matter, unless you can show that at the time you were actually not competent (did not know Armenian and could not have understood what the contract required). The courts look at the words of the contract, assume that the parties have availed themselves of wise legal counsel, and understand how the courts would interpret the contract, then they filter the words of the contract through a sieve composed of rules constituting &quot;the law&quot;, and declare what parties A and B must do.
In the event of a dispute, the person resolving the matter, probably an arbitrator in the case of a commission dispute between two realtors and either an arbitrator or a judge and jury depending upon what your listing agreement says about that issue, would hear the testimony from both parties and decide. The intent of the parties is supposed to govern in cases of clerical errors, but a signed document has a lot of weight, especially in such a prominent term. It is a little hard from the way the question is posed to determine who is willing to correct the typo and who insists on enforcing the contract containing the typo.
The legal requirement in Russia is to pay or to continue to employ workers for two months following the notice of a layoff. The three month period was probably chosen to put to rest questions about how to treat a mid-month announcement and any questions over the effective date of the notice which may have post-dated the de facto shutdown of operations.
What would the implications be if an employee were to refuse signing an amendment and insist on what was stated in the original signed contract, even if he/she knows it's a mistake? The contract is voidable unless the employer's subsequent conduct reinforces its legitimacy. The employee's attempt to take advantage of something he knew was a mistake contravenes the covenant of good faith and fair dealing on which contracts are premised. South African contract law is not an exception to this: The law of contract underpins private enterprise in South Africa and regulates it in the interest of fair dealing. The employer can resort to records of prior communications between the parties to prove that the stated compensation was intended as yearly, not monthly. Even if those records are not available in a judicial dispute, the employee would have a hard time persuading a court that the salary that was agreed upon is 12 times --or exceeds by a factor of 12-- the market rate for a job position of similar type.
An oral contract is (usually) entirely legally binding (exceptions include things like land sales). Written notes do not change that. The important thing about nearly contemporaneous notes is that if the contract runs into difficulty and you need to litigate, they are likely to be accepted by a court as good evidence of what was agreed. They will be much more difficult for the other party to challenge later (they can be challenged now of course - which is part of why they are considered good evidence of what was agreed).
tldr It depends on: whether the employment agreement specifies which state's law governs contract disputes; and how your state of residence and work treats governing-law clauses. Background To know whether § 2870(a) applies in this instance, a good place to start would be the employment agreement itself—contracts often contain a section on "Governing Law." This is an example of a choice-of-law problem, which is just preliminary procedural hurdle for a court to clear. Clearing the hurdle is usually easier for the court when the parties agree in advance about which state's laws will govern contract disputes. So, if the agreement says that California law governs, then one would typically look to statutes like § 2870(a) to interpret the agreement's provisions. But that's not always the definitive answer. Some states have laws designed to protect their residents by allowing them to void governing-law clauses that seek to have contract disputes adjudicated in a state where the employee doesn't live or work. Without knowing where you live, and in the interest of generality, let's use California residents as an example. Section 925(a) of California's labor code allows California resident workers to void governing-law clauses in employment agreements that deprive them of the protection of California's laws. But § 925(b) implies that the governing-law clause still controls unless that California resident worker affirmatively chooses to void the clause. Non-California employees would look to see whether their states have protective jurisdictional statutes like this. united-stateschoice-of-law
Termination is a matter of fact That is, it has either happened, or it hasn’t. Whether it has or hasn’t depends on a multitude of factors including the terms of the contract, the actions of the parties, and communication between them. These factors are so case specific that it is impossible to generalise. Further, within a given case, reasonable parties may differ on if a contract has been terminated, which party initiated the termination, and if that termination was lawful. Usually, these cases involve mutual allegations of repudiation by the other party and rightful termination in response by our side. These issues are likely to be the major ones that the court or tribunal will have to determine. A claim for damages would need to be pursued as part of the overall case but the deadline for raising them is a procedural matter for the court or tribunal. Failing to raise them as an issue in pre-litigation correspondence would not be a bar to raising them in a claim or counter-claim. However, failing to raise them at the earliest opportunity denies the offending party the opportunity to mitigate the damage and, if they can show that there were actions they could have reasonably taken to mitigate but couldn’t because they weren’t informed, then that may reduce or eliminate the damages payable.