Legal Question in Business Law in California

Well,as with most any contract, the "meaning" will need to be placed in context of the entire agreement...so, we would need to read the entire agreement to properly answer this question.

By Grace...

Shawn Jackson ESQ. (707) 584-4529

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I agree with Mr. Jackson. The language you quote seems to say that you will provide particular services only to that client and not to anyone else unless the client approves. In context, though, it could mean something else. And even if it means what it seems to mean, there might be other terms that would contradict this one or make it unenforceable. You should review the contract with a lawyer to be sure you understand it.

I agree as well, and will add that it could also mean the opposite of Mr. Hoffman's interpretation - that you are not allowed to hire someone to do the work YOU were hired to do for the client. (This is why we all agree that the entire contract needs to be reviewed.)

To me, it seems to say that you are responsible for performing the work for your client and cannot subcontract it out to someone else to perform it for you without getting your client's agreement.

In enforcing this language, a court would be obliged to try to figure out what the parties intended the language to mean at the time the contract was signed. More likely than not, a court would conclude that the language was intended to set up an exclusive sourcing arrangement between the parties to the contract, and not to restrict either party from doing business with third parties for goods and services outside the scope of the contract.....therefore I'm tending to favor Ms. Darrow's view rather than Mr. Hoffman's. However, you need to ask yourself, "What is a judge going to think the parties meant by this at the time the contract was signed?"

There is no way of telling what it means without reading it in context with the entire contract. That is how a judge properly reads and interprets a contract, and that is the law.

After reading Ms. Darrow's answer, I agree that her interpretation is more likely correct than mine. But the fact that the clause can be read in at least two different ways demonstrates why it is a mistake to try to understand it in isolation.