The term “disparagement” is often used in contracts and agreements, such as settlement and severance agreements. However, this term can be ambiguous. The Michigan Court of Appeals recently addressed the term “disparagement” in Neal v. Ingham County, No 363136 (2023).
The Neal trial court had found that the parties must have intended for the contract to have an exception for internal communications should the plaintiff reapply for employment with the defendant. However, the Court of Appeals found that there was nothing in the plain language of the contract that supported this finding. The Court of Appeals determined that to construe an unstated provision in this case would be to read language into the contract, which is not permitted.
In Neal, the voluntary resignation agreement signed by the parties included a standard non-disparagement provision. When an issue arose later, the parties did not similarly interpret the scope of the provision, leading to litigation. In considering the provision, the Court of Appeals found that the parties intended to have an all-encompassing non-disparagement provision, with no exceptions, based on the plain language of the document. The inclusion of the word “any” in the provision, for example, was read by the Court to be “unlimited in its scope.”
The foremost goal in contract litigation is to honor the original intent of the contracting parties, which is achieved by giving the words of the contract their plain and ordinary meaning. When a court is tasked with interpreting a contract, the contract must be viewed as a whole document, as opposed to looking solely at certain sections. Furthermore, when there are undefined terms, generally courts look to a dictionary to provide meaning to the terms. Courts are not permitted to read additional things into the language of a contract or rewrite clear language, reaffirming that the original intent of the parties is to be strictly honored.
This emphasizes the importance of carefully considering language in a contract. If it must be interpreted by a court, the language will be examined from a plain and ordinary perspective to consider the original intent of the parties at the time of contracting. Singular words, such as “any,” can be a defining factor in the interpretation of the contract, so it is important to select words carefully.
