Legal Updates

A clear and defined contract “closes” the ability of contenting against its wording

February 20, 2020

A food company set up a branch within an office complex. The lessor obligated in the agreement to send a demand to an internal catering company of one of the tenants demanding that it will supply services only to employees of such tenants, and it sent such demand but did not enforce it.
The Court rejected the claim and held that the lessor fulfilled its obligations under the contract. There is a presumption that the language of the contract reflects the intention of the parties. Thus, when a written contract is exhaustive and clearly states its terms, it is "closed" to oral contentions regarding the intents of the parties or the circumstances leading to its execution, and a breach of such contract will be reviewed primarily by its wording. Even if one of the parties had a different intent, it would be meaningless if it was not anchored in the contract so that an external and objective side may read it. Here, the lessor's obligations were specifically written in the contract and were limited to the sending of a letter of demand. Additionally, the food company did not make any effort into trying to enforce the rights it believed to possess under the contract and waited about 5 years before filing the claim, which can teach that in real time it did not believe it had the right to which it contended in the claim.