Street signs

Don’t get me wrong…How many times have we all said that? 

It can be easy to think you are saying something clearly, only for it to be misunderstood by others.

This can be whether you are speaking to someone or writing to them, especially by email or text where it is tempting to respond more quickly than you would to, say, a letter.

Sometimes, the worst that might happen is that you offend someone.  However, if you are talking or emailing someone to conclude a contract with them, the consequences can be more serious than that.  If the deal does not turn out as you said it would, then the other party may try to argue that you have misrepresented the position to them [or misled them] if they have relied on [and believed] what you said.  This means that they can either try to unravel the contract or ask you for a damages payment to put them in the position that they would have been in had what you said been true.

Even if what you have said was  not dishonest, then you can still get into trouble if what you have said is simply mistaken, for example, you have not checked your facts first before sending an email or making a phone call.

Believe it or not, you can get into trouble by saying nothing, if you know the other person believes that a something is true and you know it is not and do not correct them, especially if that is one of the reasons they entered into the agreement with you.

So what can you do?

  1. You should always think before you send emails/pick up the phone in the run up to entering into an agreement.  Have you checked your facts?  What basis do you have for saying certain key things, for example, how quickly a certain piece of machinery will work once it has been manufactured?
  2. Make sure that you tell the other person before the agreement is made if circumstances change and something you have previously said is no longer correct or true.
  3. Ensure that any of your staff or anyone else involved in the discussion or negotiation process knows about the risks and knows their facts.
  4. Make sure that your Terms and Conditions have an “entire agreement” clause to help minimise any damage as much as possible.

If you follow these basic steps then hopefully, no one should ‘get you wrong’.

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This blog is intended only as a synopsis of certain recent developments. If any matter referred to in this blog is sought to be relied upon, further advice should be obtained.