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.
South Carolina Conflict of Terms refers to a legal doctrine that helps resolve disputes related to conflicting terms in contracts or written agreements governed by South Carolina law. This doctrine is crucial in ensuring the proper interpretation and enforcement of contractual terms and protecting the rights and interests of parties involved. In South Carolina, there are primarily two types of conflicts of terms that commonly arise: 1. Conflict between Express and Implied Terms: This occurs when there is a discrepancy or contradiction between what is explicitly stated (express terms) and what is implied by the circumstances or conduct of the parties (implied terms) in a contract. Resolving conflicts between express and implied terms is essential to determine the true intent of the parties and avoid any ambiguities or misunderstandings. 2. Conflict between Different Types of Contractual Clauses: South Carolina Conflict of Terms may also arise when there is a conflict between different types of contractual clauses, such as conditions precedent, conditions subsequent, warranties, representations, or covenants. Each of these clauses serves a distinct purpose, and conflicts arising between them need to be resolved in accordance with the specific circumstances of the contract and relevant legal principles. The resolution of conflicts of terms in South Carolina is guided by various legal principles, including: a. The Patrol Evidence Rule: This rule restricts the admissibility of extrinsic evidence (oral or written statements outside the contract) to interpret or vary the terms of a written contract. However, if a conflict exists even after considering the written terms, the court may consider such extrinsic evidence to resolve the conflict. b. The Doctrine of Reasonable Expectations: When conflicts arise, the court may consider the parties' reasonable expectations based on their course of dealing, trade usage, or prior course of performance to interpret or modify the contract terms. c. The Principle of Contra Preference: This principle states that ambiguous terms in a contract should be construed against the party who drafted the contract. It places the burden of clarity on the party responsible for creating the agreement. It is important to consult with an experienced South Carolina attorney familiar with contract law to navigate any conflicts of terms effectively. Resolving conflicts ensures fair and just outcomes by upholding the intentions of the parties involved and maintaining the stability of contractual relationships in South Carolina.
