Legal Question in Business Law in California

If a contract is mis-titled (e.g., if a General Services Agreement" was mistakenly titled "Employment Agreement") would the General Services Agreement still be enforceable?


Asked on 10/02/15, 5:48 pm

2 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

The title on a contract usually has little or no impact on the contents, interpretation and substance of the document. Otherwise competent businesspersons are assumed to have read and understood the contents of documents they sign. The General Services Agreement is therefore more likely than not to be enforceable. In unusual cases, there could be a different result in court, i.e., if the document had been intentionally mis-labeled with intent to deceive the non-drafting party, or if the deceived party had some infirmity such as age or illness. I'd say any party objecting to enforcement of this agreement has a huge legal burden to convince a court that the incorrect titling renders it unenforceable against it, him or her.

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Answered on 10/02/15, 8:17 pm
Edward Hoffman Law Offices of Edward A. Hoffman

If the parties all understood what the contract was about, then an error like this probably won't matter. The courts do not elevate form over substance when interpreting contracts.

There might be a reason why the error would matter in this particular case. That will depend on the specifics. You should review the details of your case with a lawyer to find out whether this is a viable issue, and to learn more about your rights.

Good luck.

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Answered on 10/03/15, 2:59 pm


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