contract-law
If a contract sometimes uses the wrong name, is it still valid?
<p>I was given a contract, which at the top states my name and says "herein referred to as contractor" but in several sections of the body, it appears that there is a mistake where they use the word "consultant" instead.</p>

<p>Example:</p>

<blockquote>
  <p>This contract is between Joe (herein "<strong>Contractor</strong>") and McCompany
  (herein "Company"). blah blah blah. <strong>Consultant</strong> shall indemnify
  Company.</p>
</blockquote>

<p>What, if any, would be the effects of this inconsistency? </p>

<blockquote>
  <p>If a contract sometimes uses the wrong name, is it still valid?</p>
</blockquote>

<p>Yes. It is valid as long as the contract as a whole permits identifying the parties (unequivocally) and ascertaining their role with respect to the contract. Using "Contractor" and "Consultant" interchangeably despite only the former being explicitly defined seems a bit sloppy, but it does not by itself alter or invalidate the meaning of the contract.</p>

<p>The excerpt you reproduce is self-explanatory. Its first sentence identifies the parties, and there are only two. Thus, there is no reasonable way to dispute that the second sentence means "<strong><em>Contractor</strong> shall indemnify Company</em>", since a clause of the sort "he will indemnify himself" makes no sense. Moreover, the legal definitions of <em>Indemnitor</em> and <em>Indemnitee</em> (Black's Law Dictionary) clearly make reference to "<em>the person</em>" (who protects or is protected, accordingly) and "<em>the other</em>" (that is, not to self).</p>

<blockquote>
  <p>What, if any, would be the affects of this inconsistency?</p>
</blockquote>

<p>Almost certainly none.  The written contract is evidence of a <em>meeting of minds</em>.  Minor typographical errors like that won't have any impact.</p>

<p>I'd still point out the errors to the company though before you sign.</p>

<p>The terms of the contract need to be clear enough to identify the parties involved and what their obligations are. (This is called "Certainty of Terms", or Finality of Terms).</p>

<p>At the end of the day it would be the judge that decides if the terms were indeed sufficient. It's best to have a lawyer look through the contract to ensure that a court would enforce it.</p>

<p>Watch out, most answers here rely on anglo-saxon common law, which principle is that anything <em>clear</em>, even verbal, has a value of contract. </p>

<p>But in other types of legal systems relying heavily on <em>written</em> contracts (especially the Napoleonic-style law used in France), if there's any kind of conflict between you and your employer they could exploit this ambiguity and wouldn't even have to demonstrate that the "contractor" is not the "consultant" -- there would be no amount of "logic" sufficient to prove what the <em>words</em> don't state explicitly. </p>

<p>The judge would have to turn on you, just because "that's not what's written on the contract". Even if the judge concluded that "this ambiguity makes the contract void", then you'd still be doomed, as it would just mean that you have worked willingly without a valid contract for years; and now the company owes you nothing.</p>

<p>IANAL, but in the US, at least, a mistake like this does not invalidate a contract. As long as the intent of a contract is clear, the courts will still enforce it.</p>

<p>What a mistake like this CAN do is make the contract ambiguous, and give one of the parties an opportunity to try to convince a judge that their interpretation is what was intended, or at least, that they reasonably believed that that was what was intended.</p>

<p>It's hard to see how someone could plausibly claim ambiguity in this example. I doubt any judge would buy an argument that "consultant" here means "company" and not "contractor". But one can easily imagine a contract where the parties are not clearly identified, and that has a clause like, "the Contractor shall pay all shipping expenses", and both parties claim that "the Contractor" means the other guy.</p>

<p>While judges have made a lot of crazy decisions over the years, especially when politics is involved, most of the time their rulings make some sort of sense. Unless the judge has some reason to be biased against one party or the other, he's not going to throw out a contract just because of one inconsistent word usage. Contracts are written by human beings. I'm sure lots of contracts contain errors of one sort or another, and the longer and more complex the contract is, the more likely it's going to have this kind of mistake.</p>

<p>As always, the contract holds until one of the parties dispute it in a court of law, or threatens to do so. (civil dispute)</p>

<p>Are you going to dispute it?  You shouldn't, because there is a good chance you will lose.  You would lose a good deal of money and also get a bad reputation among potential customers.</p>

<p>Is the company going to dispute it?  Probably not.  They can afford better lawyers than you can, but even if they win, it is going to cost them more than just paying you whatever they owe you.  Also, even big companies worry about their image.  This would be really bad publicity for them.</p>

<p>If worst comes to worst, you should concentrate on that bad publicity.  You are the Small Independent Business Person, who has been trapped by the Big Terrible Faceless Corporation.  Give interviews where you exclaim that you had never thought a minor typo like that could mean anything.  McCompany is going to settle before you can say "Woe is me!"  In fact, give them an opportunity to settle <em>before</em> giving that interview.</p>
