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Monday, March 15, 2010


My current profile has decent exposure to legal aspects of business. Every contract is in itself a legal document. Law, I feel is the most open ended topics where interpretation of a single phrase or line can run into pages and in some instant into books. People into law have invented wonderful phrases which can completely turn the meaning of something upside down. For instance, consider the following phrases, which one can trace out in almost any contract, sitting reclusively away from the uniform tempo of the rest of contract.

Notwithstanding anything mentioned anywhere in the contract, this section will hold precedence over any other clause. “

The whole contract might read like a decorated love letter between two parties but the inclusion of the phrase “notwithstanding anything…….”, line and the attached clause can include some of the most draconian conditions of the contract. If someone is not savvy enough not to understand the significance of this statement, he can land up in something really unpleasant later.
Similarly consider another phrase:

Subject to clause xx.xx, this section confirms that all the liabilities will be shared between the two parties in proportion of their investments”

The presence of the phrase “subject to …” drives home all those situations (referred in clause xx.xx) where the liability will not be shared. And this clause will be hidden somewhere in the end of the contract.

Consider yet another:

“……. Shall not be unreasonably withheld”

Now, who defines the limits and boundaries of being reasonable? Some really nasty stuff can be attached with this phrase and if the intervention of this phrase is required during the course of the contract, it all depends on lawyers again to fix the problems.

For someone like me who would rather prefer to maintain simplicity in everything, law seems to be an inevitable mate.

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