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Author: Andy Page[1]

A contract should be a clear, final, and enforceable agreement between two parties. But what if a contract states a party must perform an obligation for “two (3) years” or must pay “ten percent (1.0%).” What initially looks like a trivial typo outside the legal world can, in a dispute, become a critical issue with high stakes on the line.

Courts strive to give effect to the parties’ intent by reading contracts as a whole to try to resolve potential ambiguities and discrepancies. Yet when a numerical term is written differently as a word and as a numeral, which prevails?

Courts generally resolve discrepancies between written and numeral terms in contracts by favoring the written terms over the numerals. This principle is rooted in the idea that written words are less likely to result from a drafting error compared to numerals. Texas has decided this issue by statute: “If an instrument contains contradictory terms, . . . words prevail over numbers.”[2] In one Texas case, the conflicting numbers “one million seven thousand ($1,700,000.00) dollars” appeared in three different contract documents. See Charles R. Tips Family Tr. v. PB Commercial LLC, 459 S.W.3d 147, 153–54 (Tex. App.—Houston [1st Dist.] 2015, no pet.) The court held that inconsistencies create ambiguity when an agreement is susceptible to more than one reasonable interpretation. See also, in McBirney & Assocs. v. State, the Supreme Court of Alaska applied this principle to hold that “$3,500.00” was an error and “Thirty-five Thousand Dollars” was effective.

Nebraska, where I am based, does not have a court opinion on this issue. A Nebraska court might follow other states and presume that numbers spelled out prevail over numerals, or a Nebraska court might default to the default analysis for ambiguous language in a contract. If language is ambiguous, the meaning a question of fact and permits the consideration of extrinsic evidence, such as context, to determine the meaning of the contract.[3] If the default analysis for ambiguous provisions applied, Nebraska courts would look beyond the four corners of a contract to the context and surrounding circumstances to determine the result of a discrepancy between spelled out numbers words and numerals.

The practical takeaway is that discrepancies between numbers and words are not always easy to resolve, which can affect enforceability, lead to litigation, and escalate a minor drafting oversight into a significant dispute.

The solution is proper planning. Drafters should pick one form, words or numerals, and apply it consistently throughout the document. Percentages, dates, monetary amounts, and units of measurement should be double-checked for clarity and internal alignment. Where dual forms are used, ensure they exactly match. Post-signing amendments or side letters can clarify any detected discrepancies before they become a problem, but the safest approach is to eliminate ambiguity from the start.

Numbers and words in contracts are deceptively simple. Left unchecked, mismatches create disputes, slow enforcement of the contract, and invite unnecessary litigation. Precision, consistency, and deliberate proofreading are the simplest tools for avoiding these pitfalls. In the end, clarity in contracts won’t be accidental – it should be engineered, one number or one word at a time.

About the Author

Andy Page,
Associate

Andy Page advises clients on a wide range of corporate and transactional matters, with experience spanning commercial contracts, M&A, entity formation, and international operations.

[1] Andy Page is a Corporate Associate at Hilgers PLLC in Lincoln, NE.

[2] Tex. Bus. & Com. Code § 3.114.

[3] See, e.g., Spring Creek Home v. Shurigar, 28 Neb. App. 785, 792 (2020).