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.
Virginia Conflict of Terms, also known as the Virginia Rule on Conflict of Terms, refers to a legal principle that deals with the interpretation and application of conflicting terms in a contract or legal document under Virginia law. This concept is often crucial when determining the parties' intentions and resolving disputes related to conflicting provisions. In the context of contracts, the Virginia Conflict of Terms comes into play when there are inconsistencies or contradictions between different provisions, clauses, or terms within the document. The principle outlines the guidelines to determine which provision should prevail in case of conflicts or inconsistencies. Understanding this rule can greatly influence how contractual disputes are resolved in Virginia courts. There are two main types of Virginia Conflict of Terms: 1. Express Virginia Conflict of Terms: This occurs when the contract explicitly includes provisions or clauses that conflict with each other in terms of meaning, obligations, or rights granted. When faced with an express conflict, the courts in Virginia generally follow the rule that the more specific provision prevails over a general one. This means that if there are conflicting clauses addressing a specific issue and a general provision addressing a broader scope, the specific provision will take priority. 2. Implied Virginia Conflict of Terms: This type of conflict arises when terms may not directly contradict each other, but their interpretation or application leads to confusion or inconsistencies. Implied conflicts can arise due to vague language, ambiguous phrases, or when different clauses can be reasonably interpreted in more than one way. In such cases, the courts in Virginia strive to harmonize the conflicting provisions, following the principle of contractual interpretation that the intention of the parties should be given effect, if possible. However, if reconciliation is not possible, the court may resort to other interpretive aids, such as statutory construction, prior course of dealing, or industry practices. Resolving conflicts of terms is crucial to ensure the enforceability and validity of contracts in Virginia. The Virginia Conflict of Terms principle helps courts interpret and apply the provisions in a way that reflects the parties' intent while ensuring consistency and predictability in contract law. It is essential for parties entering into contracts in Virginia to carefully draft agreements, paying attention to how terms are defined, and ensuring consistency throughout the document to avoid potential conflicts.
