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The government, as author of a contract, has to shoulder the major task of seeing that within the zone of reasonableness the words of the agreement communicate the proper notions; as well as the main risk of a failure to carry that responsibility.
Plaintiff manufactured and supplied to defendant government electric generator sets. Defendant insisted that, as to five components of the generator sets, the contract required plaintiff to furnish components made by named manufacturers. Plaintiff claimed that, under the terms of the contract, it was entitled to furnish identical components made by other manufacturers. Plaintiff ultimately furnished the components insisted upon by defendant, and then sought to recover the difference in cost.
Under the circumstances, was the plaintiff entitled to recover?
The court found that, as the author of the defect in the drafting, which led plaintiff to the reasonable supposition that it could obtain the five components elsewhere than from the named companies, defendant was under the affirmative obligation to clarify the meaning of the contract before plaintiff was bound. There was a fatal insufficiency in defendant's effort to communicate to plaintiff that the contract was to be interpreted as defendant understood it. Since the burden of clarification was the defendant's, it bore the risk of an insufficient attempt. Accordingly, plaintiff was entitled to recover and judgment was entered to that effect.