Source: Robin Roth, Senior Contracts Editor, Conferon, Inc.
E-Specs: December 2, 2003

In a contract dispute, a court will usually look first at the "four corners" of the document, meaning that the significance of the language in the entire (or all four corners of the) contract is evaluated. In contract law, this "four corners rule" ensures that the plain meaning of the words chosen by the parties is considered. (The name had a colorful origin. It heralds back to a time when a deed had to be written on one entire skin, hence having four corners.)

If the four corners approach leaves questions unanswered, the outside circumstances surrounding the agreement's execution will be considered, including oral and written communications between the parties. The substance of oral communications ("parol evidence") would most likely have been included in the contract in the first place by means of the "merger clause" but these communications may be considered separately in the event of a dispute.

The court will also evaluate the trail of written communication, which now includes e-mail. The casual use of e-mail today belies its importance in the contracts paper trail and raises new issues to consider. Since e-mail is often used in place of phone calls, it can provide substantive and more easily proven documentation of the intent of the parties. Be aware too that under some circumstances you may actually be forming an enforceable contract by e-mail if you agree to accept an offer that is definite and specific and shorter term or less significant. Be careful what you agree to in a casual e-mail! Use of e-mail can be helpful in contract situations where close communication is needed with a hotel; for example, when a group is contemplating terminating a contract due to Force Majeure.

Communications of any kind relating to your contract could come into play later on in the event of a dispute, so awareness of the many corners of a contract will help prevent problems down the road.

(Note: This information is not intended to be "legal advice." A qualified attorney should be consulted to review all legal issues.)