Let's face it; contracts are boring. There's no plot and they read like a confused sea. While you should always speak to your admiralty attorney, here are some common phrases and general information about they're meaning in the hope it'll help you the next time you scan a contract.
1. "Any and all disputes arising herein are subject to arbitration." This language is pretty clear, but what might not be as clear is that it's likely exclusive, meaning you may not be able to file a lawsuit and you may be committed to arbitrating any disputes.
2. "In further consideration of said payment, Releasor hereby agrees to indemnify, defend and hold harmless the said Releasee." Ok, in plain language this means that the party (Releasor) releasing the other party (Releasee) is obligating itself to step in the shoes of the Releasee if the Releasee is sued or the language is otherwise triggered. Still unclear? Think of it this way, it means the party releasing the other party is agreeing to protect the released party should any future claims be made against the released party. This kind of language can carry a lot of weight and when you encounter it, move forward on a slow bell.
3. "This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Florida." Maritime contracts often involve parties and issues touching on multiple jurisdictions and this "choice of law language", when enforced, requires any contract interpretation be undertaken pursuant to the law of a specific forum, here, Florida. Contract law can vary from state to state and state contract law can differ from federal maritime law. Make sure you're willing to give up maritime law before agreeing to such language.
4. "Any dispute of whatsoever nature must be brought, if at all, within one year of the cause of action arising." You might read right past this language it seems so benign. This language seeks to limit the time within which a lawsuit may be brought, and the courts are not against enforcing this kind of language. In other words, if enforceable, this language will extinguish a cause of action if it's not brought within the stated period of time. Setting aside issues of enforceability, you should keep this language on the front burner during the period of the contract's performance. Like an orange diamond day-marker, this is not language you want to overlook.
John K. Fulweiler, Esq. is a Proctor-in-Admiralty representing individuals and small businesses in maritime matters including personal injury claims throughout the East and Gulf Coasts and with his office in Newport, Rhode Island. He can be reached at 1-800-383-MAYDAY (6293) or visit his website at www.saltwaterlaw.com.