This is simply a short statement that states that, in the event of a conflict between the provisions of one Article and the terms and conditions contained in prior Articles provided for in the Agreement, the parties agree that the provisions of a designated Article shall prevail.
Missouri Conflict of Terms refers to a legal doctrine commonly used in contract law cases in the state of Missouri. When parties enter into a contract, there may be instances where the terms used are ambiguous or conflicting, leading to uncertainty and disagreement. In such cases, Missouri Conflict of Terms comes into play as a means to interpret and resolve these conflicts. There are two primary types of conflicts that fall under the Missouri Conflict of Terms doctrine: 1. Patent Conflict: This type of conflict arises when the conflicting terms in a contract are openly apparent, visible, or obvious. These conflicting terms can be easily identified by simply reading the contract, and they may create confusion or ambiguity regarding the parties' rights, obligations, or intentions. 2. Latent Conflict: A latent conflict occurs when conflicting terms in a contract are not readily apparent or visible upon first reading. These conflicts are often concealed or hidden within the contractual language, requiring a deeper analysis of the contract's provisions, additional context, or external evidence to uncover the ambiguity or contradictions. To resolve conflicts of terms under Missouri law, courts apply a set of rules and guiding principles: 1. Ascertain Intention: The primary objective is to determine and give effect to the parties' mutual intent when entering into the contract. The court will examine the contract as a whole, considering the language used, surrounding circumstances, and the purpose of the agreement. 2. Priority of Clauses: Missouri law establishes a hierarchy for conflicting contract clauses. Generally, express terms take precedence over implied terms, and specific clauses over general ones. The court will determine which clause prevails based on this prioritization. 3. Consequences of Conflicting Terms: If a conflict cannot be resolved by the above means, the court will consider the consequences of each interpretation to the parties involved. This includes examining the practicality, fairness, and reasonableness of each possible interpretation before making a final determination. Missouri Conflict of Terms is an essential tool in contract law, ensuring fair and just outcomes by navigating conflicts and ambiguities that may arise during contractual agreements. It facilitates the interpretation of conflicting provisions, allowing the court to discern the parties' true intent and provide a resolution that aligns with legal principles and the specific circumstances of each case.
