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by gamblor956 3655 days ago
Typos rarely matter in real contracts. Intent can trump language where appropriate. But in smart contracts typos are everything. Good luck with that too.

The City of Cleveland and Frank McCourt would like to have a word with you about your novel theory. In real contracts, typos--like an errant comma--can be significant and completely change the meaning of the language. Cleveland lost the original Browns because of a typo; McCourt lost the Dodgers in part because of a typo.

2 comments

In those cases the court found the intent manifest in the language. These were sophisticated parties with legal advice. Even if they court didn't see intent, it is within the courts' power to force such persons to follow the language if for nothing else than to serve as example to other negligent contract drafters.

A court will only grant that which is asked for. So for a typo to matter, one of the two parties before the court must be claiming that is isn't a typo.

There are also cases of people selling cars (and other stuff) ultra cheap on ebay, because they misplaced a comma when specifying a price.

It was obvious that the price was supposed to be $20k, not $20.000, and yet the seller lost.

Prices for the sale of consumer goods are subject to some special rules, mostly to prevent bait-and-switch advertising. But actual typos happen all the time and are corrected. There are a great many instances of airline websites getting prices horribly wrong. These contracts are not normally honoured and wouldn't be enforced by a court (40,000$ tickets for 50$ sort of things). Much depends on the specific facts and whether the price is obviously a mistake.
I once read a story told by a young U.S. lawyer who happened to come from one of West European countries and thus had a specific cultural background. They were in the middle of finishing a deal and when he was re-reading the contract, he noticed that he made a typo and turned $1.5M they were to pay at some stage into $15M. And the contract was already signed! In horror he went to the business owner and confessed. It was a revelation to him when the owner took it very lightly and told him something like: "It's OK, I'll just phone them and we'll have this fixed."

(And it wouldn't stand a chance in court either, because a simple calculation would show this couldn't possibly be a right sum for a sane person to pay for whatever the contract was about.)