If a party says something about interpretation of contract, is it binding?
<p>Contracts can be complicated and lots of companies prefer to use boiler plate. If someone is asked to sign a contract and then asks a question about it, does the answer given by the drafter have legal weight and would be enforceable?</p>

<p>For example, if Company A emailed person B a contract and person B asked a clarifying question about the interpretation of a term in the contract, if Company A replied by email would their response be legally binding or at least valid evidence in court? </p>

<p>Specific example: if a contract says "no consumption of alcohol at work" and before signing it a person asks "if I am off the clock can I drink in the staff room", if the reply is "ok", then could the company still fire for just cause the employee for drinking in the staff room off the clock? (assuming it wasn't employment at will, the employee wasn't intoxicated and was doing the job well, etc.)</p>

<blockquote>
  <p>Company A emailed person B a contract and person B asked a clarifying
  question about the interpretation of a term in the contract, if
  Company A replied by email would their response be legally binding or
  at least valid evidence in court?</p>
</blockquote>

<p>Yes, it is legally binding. As long as the draftsman's interpretation is persuasively traceable to the contract, that interpretation evidences a <em>meeting of the minds</em> regarding the contract.</p>

<p>In the specific example you outline, the prohibition of "<em>alcohol at work</em>" and the company's subsequent clarification that it is acceptable to drink off the clock in the staff room means one or both of the following:</p>

<ul>
<li>The term "<em>at work</em>" shall be construed as <em>schedules</em> rather than <em>workplace/premises</em>; or</li>
<li>the employer waives enforcement of that prohibition subject to the constraints as specified in the clarification made to the employee.</li>
</ul>

<p>The legal outcome is the same: the company has no <em>just cause</em> to terminate its employee if he drinks off the clock in the staff room.</p>

<p>Were the company to disavow its interpretation, the clause at issue would still be unenforceable because it cannot be said that the employee (meaning the non-draftsman) <em>knowingly</em> accepted the clause at issue. In contract law, it is essential that the parties enter their agreement(s) <em>knowingly</em> and <em>willfully</em>. Therefore, the company would have to obtain first the employee's consent to strike the former interpretation.</p>

contract-law employment