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What did the parties mean?
14 Oklahoma Rules on the Interpretation of Written Contracts
Contracting parties are free to bargain as they see fit, absent illegality
A contract consists not only of agreements which parties have expressed in words, but also of obligations that are reasonably implied
Every contract contains an implied duty of good faith and fair dealing
A contract must be considered as a whole so as to give effect to all its provisions without narrowly concentrating upon some clause or language taken out of context
The language in a contract is given its plain and ordinary meaning unless some technical term is used in a manner meant to convey a specific technical concept
The court must interpret a contract so as to give effect to the intent of the parties at the time the contract was formed
The parol evidence rule provides that unless fraud or mistake is involved, pre-contract negotiations and oral discussions are merged into, and superseded by, the terms of the executed written agreement
A contract is ambiguous if it is reasonably susceptible to at least two different constructions
The judge (not the jury) decides whether a contract is ambiguous
If the contract is unambiguous, the meaning of the contract is determined by the judge
If the contract is unambiguous, its meaning must be gathered from the four corners of the contract in question. The contract’s language is the only legitimate evidence of what the parties intended
If the contract is ambiguous, then its meaning may be gathered by the acts and conduct of the parties, industry custom and usage, past dealings between the parties
The interpretation of an ambiguous contract is a mixed question of law and fact and should be submitted to jury
If the contract is ambiguous, it must be construed against the drafter