Can a business&#39; more specific form contract show that a previous contract&#39;s terms were ambiguous or that there was no meeting of the minds?
<p>A Hypothetical Situation: </p>

<p>An individual lives in an assisted living / nursing facility and dies on January 4. The monthly fee has already been paid, as it is due by that day. The individual's family wishes to get a refund, pro-rated, for the remaining three weeks of January. </p>

<p>The individual's family signed a contract at the beginning of the individual's stay there that is called "Refund Policy" and states that no refund will be given unless 30 days notice is given to the facility when that individual is "leaving." Other words used in the same sentence included </p>

<p>The facility also now has a separate form that speaks specifically to what would happen in the event of the death of an individual staying in the facility. This form is called "No Refund Policy in Case of Death." It states there is no refund in the event of death, no matter what day of the month / no matter how much is paid for but will obviously not be used by that individual due to that individual's death. This form was never signed nor was the information it contains ever discussed with the individual or family. </p>

<p>Question: </p>

<p>Can the family get a pro-rated amount of money back for the time that the individual did not stay in the facility? </p>

<p>Note: I understand that in contract situations, the contract governs. That said, is there a way to use the second form and its specific mention of "death" to show that the first form did not sufficiently explain its terms and/or was ambiguous at the time it was signed? </p>

<p>If not, it <a href="https://en.wikipedia.org/wiki/Mistake_(contract_law)" rel="nofollow noreferrer">sounds like</a> "one party relied on a statement of the other about a material fact that the second party knew or should have known was mistaken by the first party." </p>

<p>And the existence of the second form would show that the second party knew or should have known that a form simply referencing "leaving" was insufficient for these purposes. </p>

<p>Thoughts? </p>

<p>Under the terms of the contract you (or whoever) signed, there is no basis for demanding a refund. It explicitly says there will be no refund in the case of a client "leaving", and says nothing that would imply that a refund is owed in case of death. Of course, without seeing the actual wording of the contract, we can only guess, but the burden would be on you to show that there is a refund provision that is applicable in case of death. It is reasonable to presume that this issue has come up before and others have attempted to get a refund, which resulted in a more explicit denial that a refund is owed in case of death.</p>

<p>In case there is an actual ambiguity in the wording, an argument might be made that the ambiguity should be resolved in favor of the client. If the matter hinges on the word "leave", for example "if the client leaves without giving 30 days prior notice", you would have to argue that "leave" means something like "walks out under their own power". But looking at the ordinary meaning of words, if a person is removed (dead or incapacitated), they have left – "leave" doesn't mean "go under your own power". It is immaterial that we ordinarily circumlocute when talking about bodies.</p>

<p>There is a unilateral mistake here, on the part of the client, which is that they are entitled to a refund. Without the full contract, it is hard to see how they might believe that they were entitled to a refund. The facility <em>could</em> have said "in case a client is removed dead or incapacitated, they shall be entitled to a refund for the unused portion of that month". But they didn't, so it is not reasonable to think that that was what they meant. </p>

<p>The reason for the amplified refund statement is to expressly deny that a refund is owed, for public relations reasons -- to avoid or at least reduce such claims in the future. </p>

<p>First of all, the initial "Refund Policy" cannot be a contract, as a contract requires mutual benefit. It can be <em>part</em> of a larger document that constitutes a contract, but it cannot be a contract in and of itself. So the question of just what the overarching contract is is a central question. </p>

<p>I don't see much ambiguity in the term "leaving". A plain reading would include death. And if death were not included, then that would mean that the policy would not be applicable, and whatever refund would be due based on the rest of the contract would be controlling. </p>

<p>If the company later used a more specific contract, this might be evidence that was confusion, but it would be weak, especially is used towards showing that the company <em>knew</em> that there was confusion prior to it instituting the modified contract.</p>

<p>Moreover, in this case, it appears that the new contract is presenting <em>less</em>  favorable terms for the case of death, meaning that you are saying that since the old contract gave condition A for leaving, and you want condition B for the case of death, the new contract giving condition C for the case of death somehow supports you, which doesn't make much sense.</p>

united-states contract-law death