Ambiguity in Law Firm Partnership Agreements

You would expect that lawyers, many of whom draft and revise contracts on a daily basis, would be especially careful to draft their own law firm partnership agreements so as to make their intentions clear and remove areas of potential ambiguity. Yet this does not always happen. In several recent cases, partners have brought suit against their firms or former firms, and argue that provisions of their partnership agreements should be interpreted one way, while the firms have chosen to implement the provisions in other ways. In these cases, courts must decide if the clauses at issue have at least two reasonable interpretations and are therefore sufficiently ambiguous that the matters should be decided by a fact-finder, or if the provisions are clear enough that they are unambiguous and the claims do not survive summary judgment.