Legal-Ease: Filling gaps in contracts

Lee R. Schroeder is an Ohio licensed attorney with Schroeder Law LLC in Ottawa. He limits his practice to business, real estate, estate planning and agriculture issues in northwest Ohio. He can be reached at or at (419) 523-5523. This article is not intended to serve as legal advice, and specific advice should be sought from the licensed attorney of your choice based upon the specific facts and circumstances that you face.

Contracts contain varying degrees of specificity. Sometimes, leaving out important terms and conditions makes the contract unenforceable as a whole. In many cases, though, the law will fill the gaps with what is considered “reasonable.” While this practice may seem obvious, it can be hard to determine what “reasonable” actually looks like in each case. Determining reasonableness is often analyzed by looking at three key circumstances and contexts.

One of my most challenging law school professors regularly asked my class to interpret various agreements as a part of our contracts course. Some of the agreements that we were asked to analyze were barely recognizable as contracts.

For example, one person can agree to purchase a tool from another person. Those two people can have a written contract that states that one person was buying the tool from the other person. However, that sentence might literally be all that is included in the written contract.

Read more about the three key ways the law tries to reasonably fill contract gaps by checking out Lee’s article in the Lima News: Legal-Ease: Filling Gaps in Contracts

Source:, Legal-Ease: Filling Gaps in Contracts by Lee R. Schroeder, October 1, 2016

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