Don’t Let One Slip-Up Wreck Your Deal: Why Your Contract Terms Must Match Up

In Jamaica, commercial contracts often combine two types of terms: special conditions that the parties personally negotiated, and standard terms that are copied from other documents, like schedules or annexes. Sometimes, these two sets of terms don’t fit perfectly together. When they clash, the big question becomes: which one does the court enforce?

The court is not in the business of just picking a side randomly. Instead, it follows a clear and careful process to determine what the parties intended when they signed the agreement.

The first thing the court looks for is whether the contract itself explains what should happen if there’s a conflict. Some contracts include a clause, often called a "hierarchy/priority clause," that says which terms take priority. If that kind of clause exists and is clear, the court will stick to it.

But what if there’s no hierarchy clause, or the wording is unclear? In that case, the court will read the contract as a whole, trying to make all the parts work together sensibly. Judges assume that every word and every clause matters, and they don’t like to treat any part of the contract as meaningless.

If the inconsistency is too serious and the terms just cannot be reconciled, the court tends to favour the term that was specially negotiated ("bespoke terms"). In other words, the courts give greater weight to the specific terms the parties sat down and agreed to, rather than the standard "boilerplate" clauses that are usually copied into the contract without much thought.

Courts also use a bit of "business common sense" when interpreting contracts. They understand that commercial agreements are made to achieve real business goals, and they won’t let technicalities get in the way of that. If applying a standard clause would defeat the true purpose of the deal, the court is likely to side with the term that supports the real intention behind the agreement.

The timing of when terms were added to the contract also matters. Terms that were added later, especially if they were discussed and specifically agreed upon, may be seen as reflecting the final and true deal between the parties.

A good example of how courts approach this issue can be found in an English case called Septo Trading Inc v Tintrade Ltd (2021) EWCA Civ 718. There, the parties used standard oil trading terms but also exchanged a custom "Recap" email that set out specific conditions. When the standard terms and the Recap didn’t match, the court decided that the custom terms in the Recap should prevail, because they showed what the parties truly agreed on at the end of their negotiations.

The case showed the method courts follow: first, understand the specially negotiated term on its own; then look at the standard term separately; and finally ask if both can live together without contradiction. If not, and if the contract says which one to choose, the court applies that rule. If there’s no clear instruction, the court leans toward the specific, negotiated term.

The bottom line for businesses and individuals entering contracts in Jamaica is this: clear and careful drafting is crucial. Make sure your key terms are written plainly and agreed upon properly. Where special conditions are negotiated, they can outweigh standard clauses if a dispute ever ends up before the court. Always aim for clarity, precision, and common sense when making your agreements, you’ll thank yourself later.

Be sure to consult an Attorney, as the foregoing information is intended for general informational purposes only and does not constitute legal advice.