When Breach Of Contract Disputes Arise
While the law requires that parties who agree to a contract fulfill their obligations under it, sometimes bigger companies and/or those with more resources can use breach of contract as a tool to bully smaller companies into renegotiating or just accepting a breach by threatening them with expensive litigation. In these cases, in addition to suing over breach of contract, parties will often bring a bad faith action against the breaching party.
The best way to protect yourself against this is to spend time and resources to not only draft a very clear contract (every term of which you understand), but also working with an attorney who not only focuses on contracts, but also litigation, as someone well-versed in contract disputes could see potential issues that others cannot.
Figuring Out True Intent
When there is a difference of opinions as to the interpretation of a contract, the courts must effect the logical meaning of the contract such that it does not produce a nonsensical result, or a “manifest absurdity.” In interpreting a contract, the courts are also required, where possible, to give effect to every provision of the contract itself. The paramount objective is to ascertain the parties’ intent, but where the parties’ true intentions have not been expressed due to a mistake, as consistent with the equitable remedy of reformation, the courts retain the right to modify the language in a contract.
This is why every word written is key in a contract, including words and phrases that need to be specifically defined. Sometimes just a simple typographical error can lead to expensive litigation when it comes to contract claims, especially if extrinsic evidence is necessary to enlighten the parties’ intentions. Any language which is not defined is assigned its “common, ordinary, and usual meaning.”
Damages & Remedies
In Ohio, damages associated with contracts that are breached out of convenience typically include restitution (or recovering the benefit conferred on the breaching party), but not expectation damages (such as future lost profits). That being said, if the court interprets the agreement as limiting the right to recovery in any way, unless this is determined to be a typographical error, it will honor that limitation.
It is also important to note that, when the contract does not reflect the true agreement entered into between the contracting parties by way of common mistakes, reformation is available as a remedy. Reformation essentially allows the court to change the language in the contract itself so as to make the language in the contract conform to the original intention of the parties.
Contact Us Today
At Kohl & Cook Law Firm, LLC, our Columbus breach of contract attorneys not only focus on breach of contract issues, but litigation disputes as well. Contact us to find out how we can help ensure that any contract process goes smoothly for you, or a potential contract dispute is resolved in your favor.