Titles not restrictive: Overview, definition, and example
What does "titles not restrictive" mean?
"Titles not restrictive" refers to a provision in a contract that ensures the titles or headings of sections are not legally binding or limiting in the interpretation of the contract's terms. It means that the title given to a section or clause is for reference purposes only and doesn’t affect or restrict the meaning or application of the content within that section.
For example, in a contract, you might have a section titled "Payment Terms." Even though this section is titled "Payment Terms," the actual content in that section—such as the payment schedule or conditions—will stand on its own, regardless of the title. The title "Payment Terms" is simply for organization and clarity, and doesn’t change or limit what’s actually stated in the contract.
Why is "titles not restrictive" important?
This provision is important because it clarifies that the titles in a contract are just labels and do not define or limit the actual meaning or intent of the clauses or sections they precede. Without such a provision, there could be confusion or misunderstandings about the purpose or interpretation of certain terms based on the section titles. By making it clear that the titles are not restrictive, the contract ensures that the actual substance of the terms will take precedence over their headings.
For businesses, having this provision in place reduces the risk of any disputes arising from a misunderstanding of how a section title might affect the interpretation of the contract’s provisions.
Understanding "titles not restrictive" through an example
Imagine a contract between two companies where one section is titled "Termination for Convenience." The title suggests the clause might only be about ending the contract for convenience. However, the content of the section might also include additional details, such as the terms for early termination or for cause, which go beyond the convenience scenario. In this case, a "titles not restrictive" clause would ensure that the section’s content isn’t limited to just "convenience" because of the title.
Another example could be a contract with a section called "Dispute Resolution," but the section actually includes provisions not just for resolving disputes but also for the steps leading to dispute resolution. A "titles not restrictive" provision would confirm that the content of the section can cover more than what the title suggests.
An example of a "titles not restrictive" clause
Here’s how a clause like this might appear in a contract:
“The titles or headings of sections or clauses are for reference only and shall not affect the meaning or interpretation of any provisions herein.”
Conclusion
The provision that "titles are not restrictive" ensures that the headings in a contract are used solely for organizational and reference purposes. It avoids confusion and ensures that the actual terms and content of the clauses are what govern the contract. For businesses, including this provision helps to avoid legal disputes arising from misunderstandings or misinterpretations of section titles and their scope.
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.