Once that determination is made, we conclude that the resolution of the conflict adopted by the motion judge is the correct one. Specifically, the judge applied the so-called "conflicting clauses" rule, see Lembo v. Waters, 1 Mass. App. Ct. 227, 233 (1973), quoting Corbin, Contracts § 547, at 176 ("If the apparent inconsistency is between a clause that is general and broadly inclusive in character and one that is more limited and specific in its coverage, the latter should generally be held to operate as a modification and pro tanto nullification of the former"). Identifying the indemnification provision in paragraph 4.1 of the sub-contract as the clause "more limited and specific in its coverage," the judge ruled that that clause controlled and superseded the indemnification provision of the general contract to the extent that the clauses were inconsistent.

In addition, where general and more broadly inclusive language in a contract is inconsistent with more specific language, the latter ordinarily prevails. Lembo v. Waters, 294 N.E.2d 566, 569 (Mass.App.Ct. 1973) ("'[i]f the apparent inconsistency is between a clause that is general and broadly inclusive in character and one that is more limited and specific in its coverage, the latter should generally be held to operate as a modification and pro tanto nullification of the former'"); see generally McDowell v. Von Thaden, 2006 WL 2808092, *1 (Mass.App.Div. Sept. 26, 2006) ("[s]pecific and exact contractual terms are accorded greater weight than general language"); accord Restatement (Second) Contracts § 203(c) ("specific terms and exact terms are given greater weight than general language"). Where two clauses cannot be reconciled and "'a repugnancy is found,'" however, the clause that effectuates the general purpose of the agreement "is entitled to greater consideration than the other which tends to defeat a full performance, and repugnant words may be rejected in favor of a construction which makes effectual the evident purpose of the entire instrument."

However, Massachusetts courts employ a rule of construction which dictates that where general and specific clauses of a contract conflict, the specific clause usually controls. See Rush v. Norfolk Elec. Co., Inc., 874 N.E.2d 447, 453 (Mass.App.Ct. 2007) ("'If the apparent inconsistency is between a clause that is general and broadly inclusive in character and one that is more limited and specific in its coverage, the latter should generally be held to operate as a modification and pro tanto nullification of the former.'") (quoting Lembo v. Waters, 294 N.E.2d 566, 569 (Mass.App.Ct. 1973)). James River points out that in plain language Section I.1.b, as amended by endorsement, imposes separate requirements that must be met to trigger coverage: first, the claim must be "made" within the policy period; and second, the claim must be "reported" either during the policy period or the extended reporting period.

Lanier focused primarily on the undisputed fact that Ricci worked for Lanier for almost three years and that her employment agreement prohibited her from competing when she left the company in providing facilities management services. See Lembo v. Waters, 294 N.E.2d 566, 569 (Mass.App.Ct. 1973) (court may resort to conduct of parties to determine meaning they put on ambiguous contract term). That fact, according to Lanier, shows Ricci's acquiescence in its definition of the term.

IBM notes the longstanding principle of contract interpretation that "[s]pecific terms are given greater weight than general language." In re 604 Columbus Ave. Realty Trust, 968 F.2d 1332, 1357 (1st Cir. 1992) (citing Lembo v. Waters, 294 N.E.2d 566, 569 (Mass.App.Ct. 1973)). IBM argues that contract provisions specifically addressed to the permanent loan, rather than the general capital contribution provisions in §§ 3.2(c) and 3.3, should govern.

Specific terms are given greater weight than general language. See Lembo v. Waters, 1 Mass. App. 227, 294 N.E.2d 566, 569 (1973) ("'If the apparent inconsistency is between a clause that is general and broadly inclusive in character and one that is more limited and specific in its coverage, the latter should generally be held to operate as a modification and pro tanto nullification of the former.'") (quoting 3 A. Corbin, Contracts § 547, at 176 (1960)). Separately negotiated or added terms are given greater weight than standardized terms or other terms not specifically negotiated.

Acheson v. Falstaff Brewing Corp., 523 F.2d 1327, 1330 (9th Cir. 1975). See Jamesbury Corp. v. Worcester Valve Co., 443 F.2d 205, 212 (1st Cir. 1971); Lembo v. Waters, 294 N.E.2d 566, 569 (Mass.App. 1973). Appellant also argues that the district court erred in not applying to this case the rule that "[i]f any reasonable doubt exist[s] concerning the parties' intention, the contract should be construed against the [party] which drafted it."

"To enable us to understand the subject matter of the agreement, to the extent it is doubtful or ambiguous, we resort to the conduct of the parties to determine the meaning that they themselves put upon any doubtful or ambiguous terms." Lembo v. Waters, 1 Mass.App. 227, 233 (Mass.App. 1973). See also Massachusetts Municipal Wholesale Electric Company v. Town of Danvers, 411 Mass. 39, 59 (1991) ("The conduct of the parties after the signing of the agreements is also indicative of their intent.").

In this case section 13.8 of the APA contains a standard no-third-party-beneficiaries clause. The claimants urge, however, that section 5.14(c) of the APA manifests a specific intent of the parties to grant QMC employees third party beneficiary status and this section trumps the more general language in section 13.8. Indeed, when interpreting a contract containing two seemingly contradictory clauses, it is a basic tenet of contract interpretation that the more specific clause prevails over the general one. Lawson v. F.D.I.C., 3 F.3d 11, 17 (1st Cir.1993); Lembo v. Waters, 1 Mass.App.Ct. 227, 233, 294 N.E.2d 566 (1973). Moreover, “a contract is to be construed to give a reasonable effect to each of its provisions if possible ... [and] ... should be construed so as to give it effect as a rational business instrument and in a manner which will carry out the intention of the parties.”

Moreover, in construing the employment agreement to deny Bildman his legal fees and costs, the judge relied on a cardinal principle of contract interpretation under which a more specific contract provision controls a more general provision on the same issue. See Lembo v. Waters, 1 Mass. App. Ct. 227, 233 (1973), quoting A. Corbin, Contracts § 547, at 176 ("If the apparent inconsistency is between a clause that is general and broadly inclusive in character and one that is more limited and specific in its coverage, the latter should generally be held to operate as a modification and pro tanto nullification of the former"). We are also unmoved by Bildman's argument that the judge destroyed the benefit of his bargain by erroneously reading a good faith requirement into par. 9, thus making it duplicative of the indemnification provisions of par. 8, which are predicated on good-faith actions.