What Does “We” or “Us” Mean in a Virginia Contract – and Should You Care?

I spent the morning arguing (I know, no surprise) that the words “us” and “we” had very specific meanings in a contract. I went so far as to argue that “the parties,” or “disputants” may not include “us” and “we.”

Sound confusing? Or at least non-sensical? Boring? Maybe.

It would be but for the fact my arguments were based on a specific contract, and under Virginia law, contract terms have the meanings that we give them. So “us” and “we” means what the contracts says it means.

And if the contract does not explain these terms, then the court must give them the plain meaning of the terms.

So what does “solicit” mean?

Clients all the time want to know if they can serve past customers, so long as they “don’t solicit” the customer.

What does “serve” mean? “Solicit?” “Compete?” “Advise?”

Each and every contract is different and unique. The terms of each contract are given unique meaning, and if not, the court will use their “plain meaning.”

So when someone asks me if they can solicit, I rarely can answer. I can only say “what do you think solicit means?” What did it mean to you when you signed the contract?” And then, when clients are totally confused, I tell them they are in very grey territory where the dos and don’ts are not clearly defined.

If you have a Virginia employment agreement and you need help in understanding it, transitioning away from the job, etc. Please let us know. We would be happy to help attempt to translate the contract, and advise accordingly.

 

 

Lauren Ellerman

Lauren Ellerman

In 2011, Lauren Ellerman was named "Young Lawyer of the Year" by the Roanoke Bar Association for her work in the community. To speak with Lauren about your personal injury case, contact her at lellerman@frithlawfirm.com.