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There’s no such thing as an “irrelevant” contract term.

There’s no such thing as an “irrelevant” contract term.

I've just had an interesting contract experience I'd like to share. On a building site, a truck arrived to make a delivery. Normally, the truck would be unloaded at the gate and the goods transferred to the appropriate part of the site by site staff. On this occasion however, site staff were busy so one of them directed the truck driver to enter the site and offload "over there".

Backing into the site without any guidance from building contractor staff, the driver caused some damage to buried infrastructure, resulting in a claim for loss that the building contractor passed onto the goods supplier as liquidated damages.

Now who was responsible? The delivery company felt it was not responsible as its drivers were instructed not to enter site, the driver only entered site on direct instruction from a site representative, its drivers had not been site inducted, and the driver could not have known about buried infrastucture. The building contractor's view was that the contract made it clear that all responsibility resided with the delivery company as the contract contained a clause stipulating that the supplier make all necessary representations and enquiries to satisfy themselves of the conditions on site and that they would be responsible for any and all damages caused by their employees or agents on site.

The delivery company knew of this clause (it is standard in all its contracts with the building contractor), yet had ignored it because its vehicles had never entered the site. Besides, other clauses "irrelevant" to the delivery company were also contained in the contract (for instance, the contract also instructed the delivery company to provide a first-aid facility on the site for its "site staff").

I'm sure it will be sorted out by the legal representatives of the parties and the relationship will continue. My point is, it would have been far better for BOTH parties if the contract had been written setting out the risks and responsibilities that should be appropriately shouldered each party. Contract drafting is the single most important influencer of the tone and demeanour of the working relationship: a good one helps relations run more smoothly and minimises "bumps"; a bad one in my experience almost always leads to pain. As such, the tone and content of the contract should always be given the time and attention to detail it deserves. And NEVER think that signing a contract with "irrelevant" clauses that "don't apply to you" won't come back to bite - every one is a potential time-bomb!. So, if a provision is really irrelevant, strike it out!

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