How One Drafting Gap Becomes Several Disputes

One Omission Opens Several Paths

A consulting agreement provides for a $7,500 monthly fee. The engagement ends midmonth, and the contract says nothing about whether the fee is payable in full or prorated. The consultant can point to the fixed monthly amount. The company can argue that it owes only for the period of service. Even if the fee is prorated, the parties still have to decide whether to count calendar days or working days.

A Second Gap Changes the First

Now suppose the termination clause also leaves the effective end date unclear. If the fee is owed in full, the effective date may determine which month is the last billable month. If it is prorated, each plausible end date changes the calculation. A question about how much to pay now depends on the interaction of two separate provisions.

Each Reading Changes the Evidence

A full-month fee puts the parties’ prior billing practices and treatment of earlier partial months in play. A prorated fee makes the dates of service and the applicable calculation more important. If the termination date is disputed, the timing and content of the termination notice can matter too.

What We Would Resolve in the Draft

We would confirm when the monthly fee is earned, how any partial month is calculated, and when termination takes effect. Those are three commercial decisions. Writing them into the agreement gives the parties a way to calculate the final invoice before either side has an incentive to read the provisions differently.