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.
Utah Conflict of Terms refers to a legal doctrine that deals with conflicts arising from conflicting terms in a contract governed by the state of Utah. This doctrine is crucial in contract law and plays a significant role in resolving disputes regarding conflicting provisions. Under Utah law, when a contract contains contradictory terms or provisions that create uncertainty or ambiguity, the doctrine of Utah Conflict of Terms comes into play. It aims to determine the intention of the parties involved and to resolve the conflict by applying certain principles and guidelines. There are several types of conflict of terms that commonly arise in Utah contracts, including: 1. Express Terms Conflict: This type of conflict occurs when two or more express terms within a contract contradict each other directly. For instance, if one provision states that payment is due within 30 days, while another provision states that payment is due within 45 days, a conflict arises that needs to be resolved. 2. Implied Terms Conflict: Implied terms conflict refers to situations where the terms of a contract are not explicitly stated but can be inferred by the nature of the agreement or the conduct of the parties. When these implied terms contradict each other, the Utah Conflict of Terms doctrine helps in resolving the conflict. 3. Verbal and Written Terms Conflict: Sometimes, a contract may include both verbal and written terms. If these terms contradict each other, the doctrine of Utah Conflict of Terms assists in determining the validity and enforceability of such conflicting provisions. 4. General and Specific Terms Conflict: This type of conflict arises when general provisions within a contract clash with specific provisions. Resolving this conflict requires analyzing whether the specific terms were intended to override the more general provisions or vice versa. To address the conflicts arising from these types, Utah follows certain principles, such as: a. Intention of the Parties: The courts focus on determining the true intent of the parties when interpreting conflicting provisions. They consider the entire contract, the nature of the agreement, and the circumstances of it to discern the parties' intention. b. Contract Interpretation: The courts follow rules of interpretation to understand the meaning of contractual terms and prioritize interpretations that harmonize the provisions as much as possible. c. Reasonable Construction: The Utah Conflict of Terms doctrine aims to provide fair and reasonable resolutions. Courts strive to interpret conflicting terms in a manner that gives effect to the intentions of the parties without rendering any provision meaningless or absurd. In conclusion, Utah Conflict of Terms deals with conflicts arising from contradictory clauses or provisions within contracts governed by Utah law. It encompasses various types of conflicts and employs principles of interpretation to determine the intent of the parties and provide fair resolutions.
