Originally Posted by 
Chanain
				
			 
			Alright, here it is.  I'm not licensed to practice in the World of Utopia, but what the hey.  Let me know where to send my invoice.
Bart:  Denial that 'interpretation' is required suggests that you don't actually understand how language works generally, much less contract language specifically.  Interpretation is the process by which we ascribe meaning to words.  Period.  All contracts require interpretation.  Issues tend to arise when people disagree as to the interpretation, and, moreover, when more than one interpretation is possible.  What you're *really* asserting is that you maintain a specific interpretation of the language, and that you believe it's the only reasonable interpretation.
ASF:  What you're talking about, when you want to bring in previous discussions to inform the spirit and intent of the agreement, you're referring to what we lawyers call 'parol evidence'.  You can google the "Parol Evidence Rule" - and ignore anyone who spells it "Parole" - but the general idea is this:  When interpreting a contract, we look to what's on the face of the contract, unless there are ambiguities on the face of the contract, in which parol evidence can be used to resolve those ambiguities.
If Bart were right that the terms are, on their face, unambiguously in his favour, then your context-based argument would have no real place.
And if he's wrong, and there is ambiguity (say, as regards the meaning of "compete"), then I don't think parol evidence is what you would want to look at.  Bart's real problem, if I assume correctly that he was the one who crafted the language he's now relying upon, is a different legal interpretive doctrine:  Contra proferentem - an ambiguity will be resolved against the interest of the one who drafted the language.  This is a frequently-used rule of interpretation, basically incentivizing the side drafting the language to be as clear as possible, and ensuring that the language won't be left deliberately vague in order to leave open a favourable (to the drafter) course of action not apparently contemplated within the language of the contract.  Which, really, appears to be *exactly* what Bart has done here.
So the first big question is what it means for Sparta to agree not to 'compete'.  It seems to me that, without more, the concept of competition is sufficiently broad to capture the kind of scheming that ASF has alleged.  It's a broad term, certainly.  But the interesting question from a 'legal interpretation' point of view is the impact of the rather irregular parenthetical comments afterward:  Are they in the nature of 'limiting language', restricting the broad language of 'competition' specifically to the contents of the parentheses?  Or are they simply an interpretive guide as to how specific factual scenarios will be handled?  This will be at the core of the interpretive dispute here.
Bart's position (if I may read it generously) is ultimately that the parenthetical remarks are impliedly limiting.  I don't see that as being evident on the face of the language, and in fact I think that this position runs awry of the Whole Agreement rule of contract interpretation, as it would render the non-parenthetical language in clause 3 totally inoperative.  So I don't think that position is sustainable.  Even it were sustainable, however, the absence of express limiting language (i.e. stating that Sparta's obligation not to compete extends no further than the contents of the parenthetical remark) certainly leaves open the competing interpretation, that Sparta is assuming a much more expansive obligation not to compete.
So, in my view, the language unambiguously supports ASF's position.  In the alternative, the interplay between the parenthetical remark and the non-parenthetical remark may create an ambiguity, but such ambiguity would still be resolved in ASF's favour, by reason of the doctrine of contra proferentem.