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CS Professional · Drafting, Pleadings and Appearances · General Principles of Drafting

A draft agreement for Sagar Infra Ltd states: 'The contractor shall complete the work and the company shall pay Rs 50 lakh, subject to the terms stated hereinafter.' Later clauses add a condition that contradicts the payment. Under the general rule on reading a document as a whole, which approach is most appropriate for the drafter to adopt?

The drafter should reconcile the conflicting clauses in the draft itself so the document is internally consistent. Documents are read as a whole, and courts try to harmonise provisions. Leaving a contradiction for later interpretation defeats the aim of certainty in drafting.

  1. ALeave the contradiction, since the earlier clause prevails automatically
  2. BReconcile the clauses in the draft itself so the document is internally harmonious and read as a wholeCorrect
  3. CAdd a clause saying the later clause always prevails without reviewing the others
  4. DRemove the amount to avoid conflict

Explanation

A document is read as a whole and clauses must be harmonised. The drafter should remove the conflict while drafting rather than leave it for courts to resolve. Automatic priority of one clause or deleting the amount does not address the defect.

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