C.A.R form - RPA - California - Default / Custom Day Precedence

[MOnlyGM]

Hi everyone,

I have what is a simple question, but cannot find a concrete answer other than conjecture

On the Residential Purchase Agreement C.A.R form, there are many sections with defined default days, and then a parenthetical next to it to write in a custom day

For example, Inspection period defaults to 17 days, and has a parenthesis next to it for a written value.

"Buyer has 17 (or __) days"

If i was to to put 10 in that field so it read as "Buyer has 17 (or 10) days"

Which has precedence. It can be argued that i have either 17 or 10 days, whichever i choose, which clearly is ambiguous

Is there a clearly defined explanation (legal) that can answer that question?

 

[zddoodah]

If i was to to put 10 in that field so it read as "Buyer has 17 (or 10) days"

Which has precedence. It can be argued that i have either 17 or 10 days, whichever i choose, which clearly is ambiguous

Is there a clearly defined explanation (legal) that can answer that question?

You're correct that this would create an ambiguity, so don't do that. If you're going to insert a "custom" number of days, cross out the default number that is already in the document.

If you are dealing with a situation in which this has happened, then the court would likely allow extrinsic evidence to determine the parties' true intent. Obviously, it's impossible to analyze such a situation without relevant facts.

 

[Taxing Matters]

Is there a clearly defined explanation (legal) that can answer that question?

If you want it to be 10 days and no longer then the clear way to deal with that is to strike out the number 17 and write in the shorter 10 day period and have each party initial that change. Then there is no ambiguity as to what the time frame is. I can see a lot of buyers walking if you proposed such a short time frame, particularly given the restrictions related to covid that exist today.

 

[MOnlyGM]

Thanks for your reply. So as far as you know, there is no written explanation that specifically states that if a written value is there it overrides the default one?

I know a court would be able to determine what the intent was, but i cant imagine there is no written guideline that outlines this.

 

[Zigner]

Thanks for your reply. So as far as you know, there is no written explanation that specifically states that if a written value is there it overrides the default one?

I know a court would be able to determine what the intent was, but i cant imagine there is no written guideline that outlines this.

You give thanks for the reply and then ignore it.
Strike out 17 when inserting a different number. If you don't, then it creates an ambiguity.

 

[MOnlyGM]

Im not ignoring. I understand that is the recommended way to do it. My question however is where does that recommendation come from? Is there a guideline that specifically states to cross out the default value? I would imagine that contract law would have guidelines and explanations for content within the contract itself. If there is possible ambiguity, i would imagine there is a directive somewhere that outlines what happens when there are 2 days specified for example.

I totally understand crossing out the default will remove ambiguity, im just trying to determine if there is a more official approach, that is documented somewhere

Again, thanks for you responses, I dont want to seem like im arguing with you

 

[Taxing Matters]

Thanks for your reply. So as far as you know, there is no written explanation that specifically states that if a written value is there it overrides the default one?

No. It's like any other contract term, if the terms are not clear then the court looks to the intention of the parties to determine what they agreed upon. There is nothing that gives absolute preference of one over the other. One can initially infer from the literal language of the contract that that the parties were agreeing to the longer of the two times stated, but that could be rebutted by other evidence. But since the way it is written would tend to give the edge to the longer of the two times stated if you really want the shorter period you best make sure that is very clear.

 

[MOnlyGM]

But since the way it is written would tend to give the edge to the longer of the two times stated if you really want the shorter period you best make sure that is very clear.

Fantastic. I understand fully. Thank You very much for the answer

 

[MOnlyGM]

I couldn't resist continuing on

For anyone else interested, here is what I think governs this question under CA law

California Code, Civil Code - CIV § 1651

https://codes.findlaw.com/ca/civil-code/civ-sect-1651.html

 

[Taxing Matters]

I couldn't resist continuing on

For anyone else interested, here is what I think governs this question under CA law

California Code, Civil Code - CIV § 1651

https://codes.findlaw.com/ca/civil-code/civ-sect-1651.html

That is a slight variation of a general rule found in contract law (though in most states by case law rather than statute). But the problem here is that the preprinted form is not well drafted to make it clear that the hand written in number of days completely displaces the 17 days printed on the form. Even with that statute, the hand written part must make it clear what is intended. For that reason, to ensure that there is no doubt about it, I would strike the 17 and "or" in addition to writing in the number of days.

 

[MOnlyGM]

I would strike the 17 and "or" in addition to writing in the number of days.

Agree 100%. No reason not to go that extra step

Thanks Again!

 

[zddoodah]

Thanks for your reply. So as far as you know, there is no written explanation that specifically states that if a written value is there it overrides the default one?

Neither I nor "Taxing Matters" wrote that or anything that could reasonably interpreted to mean that.

Again, you appear to be asking about a hypothetical situation. If this is a real situation, then you should say so and fill in the factual gaps.

I know a court would be able to determine what the intent was, but i cant imagine there is no written guideline that outlines this.

A guideline issued by whom? Also, "guidelines" aren't typically binding on anyone.

You've asked about a matter of contract interpretation and have done so on a forum that is concerned with legal matters. Therefore, you're going to get answers that are based on how courts handle these sorts of situations.

When interpreting a written contract, a court looks primarily to the words of the document. If a document is ambiguous, then the court will look at other evidence to determine the parties' intent. In the situation you have described, the court would seek to ascertain, among other things, who made the handwritten entry and whether the parties or their agents had any discussions about it.

I totally understand crossing out the default will remove ambiguity, im just trying to determine if there is a more official approach, that is documented somewhere

"Official approach"? I don't even know what that means, but the rules of contract interpretation are codified in cases published by the California Supreme Court and Courts of Appeal, as well as in certain provisions of the Civil Code. The smart "approach" is to avoid ambiguity from the get go (although there are situations where intentionally leaving something ambiguous may be desirable to one party or the other).

For anyone else interested, here is what I think governs this question under CA law

California Code, Civil Code - CIV § 1651

That's certainly a relevant provision, but it's not dispositive.