THE “ONE CONTRACT” RULE – WHAT IT IS AND HOW TO USE IT BY EDWARD N. MCCONNELL ©2013

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Presentation transcript:

THE “ONE CONTRACT” RULE – WHAT IT IS AND HOW TO USE IT BY EDWARD N. MCCONNELL ©2013

The “One Contract” Rule Restatement (Second) of Contracts, § 202(2) “A writing is interpreted as a whole, and all writings that are part of the same transaction are interpreted together”.

Policy Supporting the “One Contract” Rule In multiple document/contract situations – a court must be able to either: reconcile conflicting or ambiguous provisions or interpret consistent terms which demonstrate a pattern of conduct or the intent of the parties.

The Analysis Breakdown 1. “Number of Documents/Multiple Writings” There must be: “two or more documents/contracts” which are “essential” to the overall transaction.

2. “Documents Executed at or Near the Same Time” The “two or more” “essential” documents/contracts to the overall transaction must have been “executed at or near the same time…” This factor depends on the factual circumstances.

3. “In The Course of the Same Transaction” Focus on the Benefit to be Conferred. If there are: two or more parties, each contributes a certain benefit to the transaction, and if there are more than two contracts/documents which are essential to the transaction; it is probably the same transaction.

4. “And Concerning The Same Subject Matter” Do the writings relate to specific goods or services? Are the goods or services a benefit to the transaction? If “yes”, then it’s the same subject matter.

5. “Same Parties” Key Factors: There can be any number of Parties. What is their relationship to transaction? Are they conferring a benefit? If so, what and how?

6. “Express References”: If a written contract refers to another instrument and makes the terms and conditions of such other instrument a part of it, the two will be construed together as the agreement of the parties. “Essential” Document: Is it necessary to the transaction? If yes, it’s essential.

What the “One Contract” Rule Will Not Do: Written contracts terms cannot be changed. Contract terms from one contract will not be imported wholesale into another contract to alter the original meaning. Will not stop a bankruptcy but can be used despite one.

The ‘One Contract” Rule - Recap: Not a silver bullet; Not a death sentence; It’s a means to analyze situations involving multiple document/contract transactions. The rule allows a court to reconcile conflicts or identify consistencies to determine the relationship the parties intended. It can be an exception to the “parol evidence” rule.