How is the period of one year defined in a contract?
Full Question:
Answer:
In some cases where contract terms are vague, a court will allow the use of evidence outside the contract document to aid in intreting the intent of the parties, as long as such evidence doesn't contradict the contract terms. The general rules of contract law follow a hierarchy of evidence when determining the terms of a vague or incomplete contract, as follows:
a) The terms stated in the discussions and writings exchanged by the parties that don't contradict the contract terms;
b) Terms implied by the current and past conduct of the parties;
c) Terms implied by industry custom and practice; and
d) Terms implied by applicable law, i.e., damages for breach, liability for negligence, jurisdiction and venue, etc.
The following are examples of contract clauses defining a year:
A “year” is defined in this case as a Contract year, the period of time from the Contract Begin Date to the first anniversary of the Contract Begin Date, and subsequent years thereafter.
CONTRACT YEAR" means a period of 12 consecutive Gas Months beginning at 9.00am on 1 January in each year and ending at 9.00am on 1 January of the following year during the Contract Period provided that:
(a) for the purposes of Clause 2.1, the first Contract Year shall be deemed to have commenced at 9.00am on [THIS PARAGRAPH CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED, BUT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] and will end at 9.00am on [THIS PARAGRAPH CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED, BUT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.];
(b) other than for the purposes of Clause 2.1, the first Contract Year shall be the period commencing at 9.00am on the date of this Agreement and ending at 9.00am on[THIS PARAGRAPH CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED, BUT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]; and
(c) if the Contract Period ends on a date other than 1 January, then the last Contract Year shall be the period commencing at 9.00am on 1 January immediately preceding and ending at the end of the Day on which the Contract Period ends.
