Legal Memorandum: Effective and Written Date of a Contract

Issue: What impact does an effective date of a contract bear on a written date that is earlier than the date the contract was executed?

Area of Law: Business Organizations & Contracts
Keywords: Effective date of a contract; Written date
Jurisdiction: New Jersey
Cited Cases: 3 N.J. Super. 408; 123 A.2d 382; 78 N.J. Super. 485; 149 N.J. 38; 96 A.2d 652; 12 N.J. 293; 50 A.2d 478; 692 A.2d 519; 66 A.2d 47; 973 A.2d 944
Cited Statutes: None
Date: 03/01/2010

The determination of the date that controls the application of the contract must be derived from the intent of the parties.  State Troopers Fraternal Ass’n of New Jersey, Inc. v. State, 149 N.J. 38, 49, 692 A.2d 519, 524 (1997).  New Jersey authority dictates that a guarantee is not effective until it is delivered.  National City Bank of New York v. Borowicz, 40 N.J. Super. 414, 416, 123 A.2d 382, 383 (App. Div. 1956), citing Straut v. Hollinger, 139 N.J. Eq. 206, 209, 50 A.2d 478, 480 (1947).  Under New Jersey law, “[t]he date of a written instrument is not controlling.  Actual execution and delivery are essentials to the contract arising and being enforceable.”  Fox v. Stuyvesant Town Inc., 3 N.J. Super. 408, 416, 66 A.2d 47, 51 (Ch. Div. 1949). 

Because New Jersey courts take a very broad view of the parol evidence rule, the evidence rule does not bar the introduction of that extrinsic evidence offered not for the purpose of changing the writing, but to assist in interpreting it.  Atlantic Northern Airlines, Inc. v. Schwimmer, 12 N.J. 293, 301-02, 96 A.2d 652, 656 (1953).  Evidence of the circumstances is always admissible in aid of the interpretation of an agreement.  Id.  The rule does not come into play “until it is first determined what the true agreement of the parties is — i.e., what […]

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