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4.2-8  Negotiated Terms Prevail over Standardized Terms

Revised to January 1, 2008

The parties have a dispute as to <insert as appropriate:>

• whether the contract provides for <insert terms in dispute>.

• the meaning of the language of the contract that states <insert terms in dispute>. 

When you are determining the intent of the parties on this issue, you should favor terms that the parties specifically negotiated or added to the contract over terms that are part of a standard form.

Authority

Restatement (Second) of Contracts § 203 (d).