General Principles of Interpretation. Analysis of the reasonableness of restrictive covenants, particularly non-competition agreements, under MARA involves the application of general principles of contract interpretation.13 Those principles require courts to give words used in the agreement their plain and ordinary meaning. Unambiguous provisions are construed and enforced as written, and courts may not impose ambiguity on clear contractual language.14 Ambiguity exists where two provisions irreconcilably conflict with one another, or when a term is equally susceptible to more than a single meaning.15 While ambiguity is a question of law, the meaning of ambiguous language is a question of fact.16 The court’s goal in interpreting a non-competition agreement is to determine and enforce the parties’ intent based on the contract’s plain language. Thus, a well- drafted non-competition agreement can prevent costly, protracted and unpredictable litigation. Employers should also be aware that because non-competition agreements are restraints on commerce, they are disfavored by courts and construed narrowly.17 Moreover, the party seeking enforcement of the agreement has the burden to demonstrate validity of the agreement.18 As a result, an employer may likely face a costly uphill battle when trying to enforce a poorly drafted non-competition agreement.
10 A Complete Home Care Agency, Inc.
General Principles of Interpretation. For all purposes of this Paying Agent Agreement and of any Supplemental Paying Agent Agreement and of any certificate, opinion, or other document herein mentioned, unless the context otherwise requires:
1. The terms defined in this Section shall have the meanings herein specified and include the plural as well as the singular.
2. All accounting terms not otherwise defined herein have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles.
3. All references herein to “generally accepted accounting principles” refer to such principles as they exist at the date of applicability thereof.
4. All references herein to “Articles,” “Sections,” and other subdivisions are to the designated Articles, Sections, and other subdivisions of this Paying Agent Agreement as originally executed.
5. The words “herein,” “hereof,” “hereby,” “hereunder,” and other words of similar import refer to this Paying Agent Agreement as a whole and not to any particular Article, Section, or other subdivision.
6. Words of any gender shall mean and include words of all other genders.
7. Unless otherwise defined in this Paying Agent Agreement, all terms used herein shall have the meanings assigned to such terms in the Bond Law.
General Principles of Interpretation. (a) The captions contained in these procedures have been inserted for convenience only and shall not affect or be effective to interpret, change or restrict the express terms or provisions of these procedures.
(b) The use of the masculine gender refers to the feminine and neuter genders and the use of the singular includes the plural, and vice versa, whenever the context of these procedures so requires.
(c) MIRA reserves the right to amend these procedures and the definitions herein from time to time as it deems necessary in its sole discretion.
(d) These procedures are intended to comply and be consistent with each Municipal Solid Waste Management Services Agreement. In the event of any conflict between these procedures and any Municipal Solid Waste Management Services Agreement, the latter shall control.
