That’s Not What I Thought I Agreed To
How two understandings of the same deal can coexist until a consequential business decision forces them apart.
The Bottom Line
Two parties can sign the same agreement and operate successfully for years with different understandings of what they agreed to. The difference may remain invisible until a payment, approval, exercise of authority, or other consequential decision tests the bargain.
Before turning an assumption into a formal position, executives should separate three things: what the document says, how the parties have actually operated, and what the business needs now. The objective is not simply to win an interpretation. It is to avoid making the underlying business problem harder to solve.
Different assumptions can coexist until the deal is tested
A signed agreement does not guarantee that both parties left the negotiation with the same understanding. One party may rely on the words that reached the page. The other may rely on what was said during negotiations, the commercial outcome they expected, or the way the business later operated.
For a long time, those differences may not matter. The parties continue doing business because nothing requires them to test their competing assumptions. Then a payment becomes due, an approval is withheld, or someone asserts authority over an important decision. Suddenly, both sides must define what they believe the bargain requires.
That is when an executive often finds themselves saying, “That’s not what I thought I agreed to.” The sentence does not necessarily mean the other party is acting in bad faith. It may mean that two sincerely held versions of the same deal have finally collided.
Determining which interpretation is stronger matters, but it is not the only question. Executives must also understand which business decision brought the disagreement to the surface, what will happen if it remains unresolved, and whether the relationship can continue while the meaning of the provision is clarified.
Three versions of the bargain may be in play
When an interpretation problem surfaces, there may be three different versions of the bargain in play: the written agreement, what each party remembers negotiating, and the way the parties subsequently operated.
The written agreement is the obvious starting point, but memory and practice shape expectations. People often remember the outcome they intended more clearly than the exact language used to capture it. Over time, practical accommodations may also become routine, responsibilities may settle into familiar lanes, and contractual rights may go unused.
Historical practice does not automatically rewrite the contract or decide what a provision means. It may, however, provide important context for understanding how the disagreement developed and assessing the strength, risk, and commercial consequences of each position. The gap may be even wider when new executives inherit the relationship without participating in the original negotiations.
When one provision changes the business conversation
A provision can sit quietly in an agreement for years because nothing has required the parties to rely on it. When one side suddenly invokes it to withhold approval, challenge an expense, or assert authority, the words have not changed. Their role in the relationship has.
For the other party, the new position may feel disconnected from both the commercial deal they remember and years of established practice. That reaction is understandable, but “we have never done it that way” is not, by itself, a complete answer to what the agreement requires.
Clients often bring me some version of the same concern:
Can you look at this section? My partner says I have to do this, but that is not how we operated. It is not my understanding, and it is not what I thought I agreed to.
The provision has now moved to the centre of an important business decision. What appears to be a narrow disagreement over a few words may expose a larger divide over authority, financial responsibility, or how the business is supposed to operate. Before taking a firm position, executives need to understand both the legal interpretation and the commercial problem beneath it.
Do not let email turn an assumption into a position
When executives believe the other side is misreading an agreement, the instinct is often to correct the record immediately. That can produce a long email explaining the history, defending past decisions, and presenting one interpretation as settled before the underlying issues have been assessed.
The desire to respond is understandable. The risk is that an assumption becomes a firm position before the executive fully understands the provision, the surrounding facts, or the consequences of committing to that interpretation.
Each written response invites another rebuttal. Soon the parties may be building competing records rather than clarifying why their understandings separated and what the business requires now.
Before responding at length, identify exactly what the other party is asserting, which provision and decision are involved, and what consequences may follow from the response. A deliberate pause is not an admission. It is an opportunity to avoid creating a second problem while assessing the first.
Separate the contract question from the business decision
Contract interpretation and business strategy are related, but they are not identical. The strongest reading of a provision may not dictate the best immediate response. Timing, relationships, financing, operations, and the cost of interruption may all affect what the business should do next.
A quiet review with counsel can help separate three questions:
- What might the agreement require?
- What does the business need now?
- Which response preserves the most useful options?
The answers may support a direct conversation, a temporary accommodation, a negotiated clarification, or a more formal position. The value of early advice is not simply learning who may be right. It is choosing a response that protects the business without unnecessarily closing off a workable resolution.
Before Taking a Position
- Identify the provision in dispute and what the other party believes it requires.
- Determine what decision, payment, or approval brought the disagreement forward.
- Review how the parties have historically handled the issue.
- Separate established practices from exceptions or informal accommodations.
- Consider what an immediate response could put at risk, and get counsel’s perspective before responding extensively in writing.
Dan’s Perspective
“It’s not what I thought I agreed to.”
That sentence is a decision point, not a conclusion. It signals that two understandings of the bargain may have coexisted until the business finally required one answer.
The legal question is what the agreement requires. The strategic question is what happens if both sides begin acting on different answers. These disagreements are often manageable while the parties are still trying to understand the deal. They become harder to contain once assumptions turn into positions and positions turn into action.
Daniel J. Katz