Trujillo Contracts: Vague Terms
Here is a case from my Contracts class which explains the concept of Vague Terms. And in this case, it tells the tale of the first “Dressgate” scandal: “What is a dress?!”
A matching skirt and blouse? Or a one piece garment?
Case Name, Citation Number, Author
Weinberg v. Edelstein, 110 N.Y. Supp. 2D 806 (1952)
The plaintiff brought an action for an injunction (a “stop” warrant) to enforce a restrictive covenant in his lease against the defendant.
–Plaintiff (Weinberg): Dress Retailer
–Defendant (Edelstein): Skirt Retailer
–Both Retailers operated in the same building and each of their leases contained covenants restricting what they could sell.
–The plaintiff’s 5 year-lease gave him the right to sell ladies dresses, coats, and suits,
–The defendant began a lease and started to sell (among other things) matching “skirts and blouses.”
–The plaintiff then said that the defendant violated the agreement by selling matching skirts and blouses as dresses which only the plaintiff had exclusive right to sell dresses in the building
–The plaintiff then sues the defendant
Is a matching “skirt and blouse” a dress?
No because the language used in the covenant did not require the skirt retailer to ignore the almost universal trends in the sportswear industry, even though it resembled the dress retailer.
–a matched skirt and blouse garment, although identical with a two-piece dress of the same material, did not come within the same restriction in the covenant
–The industry had a long-established division between houses which manufactured dresses, and sports wear which manufactured skirts and blouses
–If the restrictive covenant had not used the generic and ambiguous term of “dress” and clearly forbade the sale of “blouse and skirt combinations” the conclusion would have been different
Unless otherwise specified, technical terms will be given the meaning granted within the industry because those working within the industry know or should know the industry standard (Restatement §202(3)) (Go to notes)
Restatements 202(3): Unless a different intention is manifested, (a) where language has a generally prevailing meaning, it is interpreted in accordance with that meaning; (b) technical terms and words of art are given their technical meaning when used in a transaction within their technical field.
Weinberg wanted to eliminate the competition by imposing an injunction against Edelstein from selling matching skirt and blouses.
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