For Want Of A Word: Be Careful When Drafting!

October 4, 2023 - Most language we fight about when negotiating complicated contractual arrangements never leads to an expensive courtroom dispute. But, every once in a while, we receive a scary reminder that every word can count for your client...

A "collection" provision of a 2020 License and Settlement Agreement between Honeywell International and OPTO Electronic Company provided that, "[i]n the event a Party must institute an action to collect any overdue payments, that party shall be entitled to its fees and costs incurred with respect to such action." On September 27, 2023, the United States District Court for the Western District of North Carolina found – no doubt to Honeywell's unwelcome surprise – that this provision did not entitle Honeywell to recover its legal expenses following a payment collection dispute with OPTO, relying mainly on the fact that the contract language at issue referred to "fees" generally, and not "attorneys' fees" or "legal fees."