This contract tip is about using qualifying language to transform the rights and obligations in our contracts.
Qualifying language is one of the best tools to narrow or expand the rights and obligations of the contract parties. It allows us to agree to provisions that we might not have but for these qualifications.
Here are six common qualifiers:
1. Reasonableness - We signal that the right or obligation depends on the context and circumstances.
2. Materiality - We limit rights and obligations only to those that have significance or impact.
3. Knowledge - We condition a right or obligation only if certain people have knowledge of it.
4. Efforts - We require only that a party tries to make something happen, removing the absolute obligation to do it.
5. Conditions - We make an obligation or right dependent on something else happening first.
6. Exceptions - We change the right or obligation by listing all the ways it does not apply.
With these concepts, we go from
"Marty will walk Benny around the block" to
"Subject to the leash being by the door and Marty knowing Benny needs a walk, Marty will use reasonable efforts to walk Benny around a material portion of the block, but only if it is not raining or cold."
Are there other examples or types of qualifying language you use?
