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Valparaiso Univ. Law School

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Friday, October 14, 2005

Buying a Contract Problem

Cliff_robertson_contract You can find almost anything on eBay, even an interesting contract interpretation problem.  Take, for example, the 1960 contract between actor Cliff Robertson and Paramount Studios regarding how Robertson's name will be credited in a television episode.  The original contract (left) is for sale now on the auction site.  It was obviously prepared by Paramount, and it has this interesting clause:

"No casual or inadvertent failure to comply with the provisions hereof shall be deemed a breach of this agreement by us."

The “by us” at the end is what is curious.  Without it, it’s a kind of sensible substantial performance clause that applies to both parties.  Adding the “buy us” seems deliberately intended to make it one-way -- but which way?  Since it’s a movie studio, you’d expect them to mean, “No casual or inadvertent failure by us will be deemed a breach.”  But it can also be read to mean, “A casual or inadvertent failure will not be deemed by us to be a breach of the agreement” -- which would seem to mean that that Paramount’s own inadvertent failure would, if substantial, be a breach.

[Frank Snyder]

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