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General Rules Of
Interpretation
It is not every intention, of course, which the law will enforce. This
has been noticed in respect to all illegal agreements, and in certain
instances, where the contract is not illegal yet some provisions in it
are against public policy. These provisions will be ignored and not
enforced.
The chief rules whereby the courts interpret the intentions of the
parties are enumerated below.
(1) While to discover the true intention of the parties is the chief aim
of the court, that intention is to be gathered from the words and conduct
of the parties in making the contract and a secret intention not so
expressed is of no avail.
The only way whereby the intention of the parties may be read is from the
language employed, or in cases of implied terms, the conduct of the
parties. This language or conduct is, then, the only source to which one
can go to discover the intention. Where these words are unambiguous and
plain, the courts sometimes say that there is then nothing to construe,
meaning thereby that as the parties have plainly spoken, the only thing
remaining to be done is to enforce the contract, as expressed; and it may
be said, generally, that the rules following have no application where
from the unambiguity of the terms no question can arise concerning their
meaning.
If the words are shown to have been used in a narrow technical sense or
in some especial sense under the circumstances, that is the meaning they
will be given; but otherwise they will be construed in their common
meaning.
(3) Each party will be presumed to have used the words in the sense in
which under the circumstances he should have known that the other party
was entitled to understand them.
This is perhaps only saying in another way that one cannot afterwards
assert a secret intention. If he knows or should know that under the
circumstances the other party is affixing a certain meaning to the words
employed, he cannot afterwards assert that he used them in any other
meaning.
(4) All parts of the contract will be construed together and the general
intent thereby asserted will govern the interpretation of particular
words and phrases.
The contract often will disclose from its entire wording an evident
intent which it is necessary to read in order to construe parts of the
contract which are ambiguously worded.
(5) That construction will be adopted when possible which will uphold a
contract rather than defeat it.
(7) The words employed will be construed most strongly against the party
using them.
The sense of this rule is apparent. Parties show their real intention by
writing in words, even though by mistake or oversight they do not erase
the print.