What happens when your employment agreement contains language that is vague or ambiguous?
It is well settled law in New York that an agreement which contains ambiguous language must be construed most strongly against the party who prepared it and favorably to the party which had no voice in its preparation. See Computer Associates Intern., Inc. v. U.S. Balloon Mfg. Co., Inc. (2nd Dept. 2004); see also William A. White/Tishman East, Inc. v. Banko (1st Dept. 1991) ("any ambiguit[y] in an agreement [is] to be interpreted 'most strongly against the draftsman' as long as the particular interpretation would not lead to an absurd result..."); Jacobson v. Sassower (1985) ("[I]n cases of doubt or ambiguity, a contract must be construed most strongly against the party who prepared it, and favorably to a party who had no voice in the selection of its language...").
New York court have held that a contract is unambiguous only if the language it uses has a definite and precise meaning, unattended by danger of misconception in the purport of the agreement itself, and concerning which there is no reasonable basis for a difference of opinion.
This rule makes perfect sense, as the party that drafts the employment agreement (almost always the employer) possesses more bargaining power than the employee, has the ability to exert influence over the employee, and thus has a distinct advantage over the employee.
Before signing any employment agreement, we always recommend that employees contact a New York employment agreement attorney to review the contract and ensure that the employee understands the terms of the agreement and the ramifications of signing it.
