Hi. Thanks in advance for helping.

Question

I have a partnership agreement in front of me and I have to determine whether there is a valid enforceable contract. There are signatures by 6 parties (I am assuming they are of legal capacity) signaling acceptance of an offer and the purpose of the contract at issue is legal.

However, section 6, which deals with the apportionment of losses, cites: "Rich partners shall bear 60% of net losses sustained by the venture and poor partners shall bear 40% of such losses."

My question is:
If the offer contains ambiguous terms in a significantly important section of the offer, is there a formation of a contract (even if there are signatures and no dispute) or does this simply make the contract voidable?

Please help as I cannot seem to find any direct answer. PLEASE.

Answer 1

These sites make it clear that ambiguous language does not automatically void a contract.

http://www.reddeeraltalaw.com/articles/ContractLaw.htm

http://www.abanet.org/buslaw/blt/bltaug01_weiner.html

Answer 2

Ms. Sue,

Not to discredit your answer, which I do appreciate, but I am still confused.

I understand that in order for a contract to be valid, an offer must be: (i) an expression of promise, undertaking, or commitment to enter into a contract; (ii) definite and certain in its terms; and (iii) communicated to the oferee.

Also, in your first link I read this:
With the clause taken out, the contract may have no meaning and therefore the contract would be void.

I am still confused. Please elaborate.