Consider the following, the first expressed positively, the second expressed negatively:
We’ll let you into the party only if you’re wearing a red carnation and a top hat.
We won’t let you into the party unless you’re wearing a red carnation and a top hat.
But it’s unlikely that you’d be admitted to the party if you were wearing only a red carnation and a top hat, unless it were a special sort of party.
So for purposes of contract drafting, I offer the following general observation: When something is stated as a condition, that doesn’t necessarily mean that it’s the only condition.
For example, if a contract specifies that an invoice will be valid only if it’s delivered no later than 60 days after the related services were performed, that isn’t the only condition. For example, it wouldn’t be valid if it’s for triple the agreed price.
I’ve included both positive and negative examples above to make it clear that this issue doesn’t affect the question I posed in this blog post.
