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"Then you should say what you mean." the March Hare went on.

"I do," Alice hastily replied; "at least -- at least I mean what I say -- that's the same thing, you know."

"Not the same thing a bit!" said the Hatter, "Why, you might just as well say that 'I see what I eat' is the same thing as 'I eat what I see'!"

"You  might just as well say," added the March Hare, "that 'I like what I get' is the same thing as 'I get what I like'!"

"You might just as well say," added the Dormouse, who seemed to be talking in his sleep, "that 'I breathe when I sleep' is the same thing as 'I sleep when I breathe'!"

"It is the same thing with you," said the Hatter, and here the conversation dropped, and the party sat silent for a minute ....

That excerpt from Lewis Carroll's Alice in Wonderland reinforces the complexity of the English language and demonstrates how simple sentences can be misinterpreted or misconstrued.

Lawyers are extremely mindful of these interpretative loopholes and attempt to address any gaps in the documents they generate, but some are not always successful.  On occasion, when courts are asked to review an agreement, they will usually confine their analysis to the "four corners" of the document -- and will not examine any other evidence or consider any other information -- particularly when the agreement itself is "clear and unambiguous."

In Krystal Investigations & Security Bureau, Inc. v. United Parcel Services, Inc., the court was asked to review the terms of a three-year security contract which provided that plaintiff would provide armed-guard services at "such times and at such locations as [the defendant] may request."

When U.P.S. decided that it no longer required the plaintiff's guard services at one of its locations, plaintiff filed suit in Nassau County Supreme Court alleging breach of its three-year contract. U.P.S. later moved to dismiss -- claiming that the agreement afforded the defendant the flexibility to end the provision of that service -- and that motion was granted.  On appeal, the Appellate Division, Second Department, concurred with the Supreme Court and further concluded that the agreement did not suffer from any ambiguities or deficiencies which warranted the examination of any other evidence as to the parties' intentions. As the AD noted:

Contrary to the plaintiff's contention, the agreement between the parties was clear and unambiguous that the defendant had the right to choose when and where it would require the plaintiff's armed security services. Thus, there was no reason to resort to extrinsic evidence to interpret the agreement. Accordingly, the court correctly granted the defendant's motion to dismiss the complaint.

Since the terms of the parties' agreement were "krystal clear," we couldn't agree more.

For a copy of the Appellate Division's decision in Krystal Investigations & Sec. Bur., Inc. v. United Parcel Serv., Inc., please use the following link: http://www.nycourts.gov/reporter/3dseries/2006/2006_10029.htm