Read the Last Page First: Interpreting Contracts with Special Stipulations
By: Leah Parker
When reviewing and interpreting contracts, standard practice is to read every word from beginning to end. While this is certainly important to do in the course of your review, consider having a quick look to the end of the contract first. Many contracts, especially form contracts (standardized forms where one party provides the contract and the other has little negotiating power), contain a page of “special stipulations” at the end, often after the signature page. These stipulations can add negotiated terms to the contract and generally control other inconsistent language in the body of the contract. This means the special stipulations at the end can substantively alter the terms of the contract. Determining up front whether a page of special stipulations is present and, if so, what they say and whether they control, will help you avoid confusion or mistakes as you review the body of the contract.
Terms in a contract should be “clear, unambiguous, and capable of only one reasonable interpretation.” Stern’s Gallery of Gifts v. Corporate Property Investors, 176 Ga. App. 586, 593 (1985). Whether a contract is alleged to be ambiguous is a question for the court. Then, if the court decides the contract is ambiguous, the meaning of the contract or of the ambiguous term to the contract is a question for the jury. However, the fact that a contract contains terms that directly contradict each other does not necessarily make a contract ambiguous so long as it is clear which term takes precedence.
Swift Currie attorneys recently succeeded in having a trial court’s denial of summary judgment overturned by the Georgia Court of Appeals in a case where a key part of the dispute was conflicting terms in a lease agreement regarding the due date for rent. See Gleaton & Assoc. v. Cornelius, No. A22A1403, 2023 WL 1811039 (Ga. App. Feb. 8, 2023). In that case, the body of the lease provided one due date, while a special stipulations page at the end of the lease provided a different due date. That special stipulations page also contained a provision that the special stipulation controlled over any conflicting terms in the lease agreement. Ultimately, the Georgia Court of Appeals ruled the lease was unambiguous, despite the conflicting due dates, since the special stipulation was clear and unambiguous and since it clearly controlled over the contradictory date in the body of the lease agreement.
So, you are interpreting a contract with a page of special stipulations – how can you know whether they will control?
First, review the paragraphs contained in the special stipulations page. As in the case discussed above, many special stipulations pages contain language expressly stating the special stipulations control over other conflicting terms or paragraphs in the contract. This is called a “stipulation supremacy provision.” Where a stipulation supremacy provision is present, and a special stipulation expressly contradicts a term in the body of the contract, the special stipulation will control. Gleaton & Assoc., No. A22A1403, 2023 WL 1811039, at *9 (citing NW Parkway v. Lemser, 309 Ga. App. 172, 177 (2011); Grier v. Brogdon, 234 Ga. App. 79, 80-81 (1998)).
Second, even if no stipulation supremacy provision exists, special stipulations generally control because they are deemed by Georgia courts to be typewritten additions to the contract. See Gleaton & Assoc., No. A22A1403, 2023 WL 1811039, at *12 (citing Grier, 234 Ga. App. at 81). A general tenet of Georgia contract interpretation is that “provisions which are specially inserted by a party take precedence over the printed provision of a form contract.” Benedict v. Snead, 271 Ga. 585, 586 (1999). In short, this means that terms written or typed into form contracts by the parties take precedence over conflicting terms in the standard form language. Special stipulations are not part of the form contract; they are additions by the parties, and accordingly, they take precedence over other conflicting terms in the form contract. Thus, even without a stipulation supremacy condition, special stipulations control under Georgia law unless they are directly contradictory to other typewritten additions.
Once you know whether special stipulations are present, what they say and whether a stipulation supremacy provision is present, you are well situated to begin reviewing the body of the contract. Hopefully the contract is well constructed and contains no conflicting language. However, in the event you find that any of the special stipulations directly conflict with standard terms in a form contract, you now know the special stipulation should control. Alternatively, in the event a special stipulation directly conflicts with another typewritten addition, the special stipulation should control as long as a stipulation supremacy provision is present. In the event no stipulation supremacy provision is present in that situation, the conflict may raise a question to be resolved by the court or a Georgia jury.
Attorney Contact Info
Leah Parker
leah.parker@swiftcurrie.com
470.639.4858