Headings not controlling: Overview, definition, and example
What does "headings not controlling" mean?
"Headings not controlling" is a legal term often found in contracts and agreements that clarifies that the headings or titles of sections within the document are for convenience only and do not affect or alter the meaning or interpretation of the contract's provisions. This clause ensures that the headings, which are typically used to organize the document and make it easier to read, do not take precedence over the actual content of the clauses and terms themselves. In other words, the substance of the agreement prevails over any headings that may appear throughout the document.
Why is "headings not controlling" important?
The "headings not controlling" clause is important because it helps prevent confusion or disputes over the interpretation of the contract. Without this clarification, a party might argue that the title or heading of a particular section dictates the meaning or scope of the terms within it. By stating that the headings are not controlling, it ensures that the contract’s terms are interpreted based on their actual language and intent, rather than by their titles. This clause reinforces that the agreement should be read in its entirety, with the understanding that headings are there only for reference.
Understanding "headings not controlling" through an example
Let’s say a contract contains a section titled "Termination of Agreement," and the heading suggests that this section deals only with the termination of the contract under certain conditions. However, the detailed provisions within the section actually address various circumstances, including termination for convenience, breach, or other reasons. Without the "headings not controlling" clause, a party might incorrectly interpret the section to cover only one specific type of termination. By including this clause, the contract makes clear that the actual terms in the body of the section—rather than the heading—should control the interpretation of the agreement.
In another example, a contract includes a heading called "Dispute Resolution," which may seem to suggest that only arbitration is available as a method of resolving disputes. However, the body of the section contains more detailed language stating that both arbitration and mediation are available options. The "headings not controlling" clause ensures that the detailed terms of the agreement govern, not just the heading, so the parties can engage in both forms of dispute resolution as outlined.
An example of "headings not controlling" clause
Here’s how a "headings not controlling" clause might look in a contract:
“The headings of the sections in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of the provisions of this Agreement. The content of each section shall control, irrespective of the headings.”
Conclusion
The "headings not controlling" clause is an essential part of many legal agreements, ensuring that headings or section titles do not influence or alter the legal meaning of the actual terms within the agreement. It helps eliminate potential misunderstandings and ensures that the substance of the document takes precedence over its organizational elements. By clarifying this point upfront, both parties can confidently refer to the contract’s provisions without concern that a section heading might affect their rights or obligations under the agreement.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.