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

A draft sale agreement for machinery states in clause 5 that the price is payable within 30 days of delivery, while clause 9 states that payment is due within 15 days of the invoice. The draft is otherwise complete. Which statement best describes the problem and the correct precaution?

This is an internal inconsistency between clauses 5 and 9 on the payment period. The drafter should proofread the document as a whole and reconcile the conflicting clauses before execution, instead of leaving the dispute to be resolved later by interpretation.

  1. AIt is an internal inconsistency; the draft should be proofread as a whole and the conflicting clauses reconciled before executionCorrect
  2. BIt is a stamp duty defect; the agreement should be stamped again
  3. CIt is a problem of tense; the clauses should be rewritten in the past tense
  4. DIt is acceptable, because the later clause always prevails automatically and no correction is needed

Explanation

Two clauses fix different payment periods, an internal contradiction. The precaution is a full read-through and reconciliation before execution rather than hoping a court resolves it. No rule makes the later clause prevail in every case.

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