13 Mar Contract Interpretation Rules of Construction

When it comes to contract interpretation, understanding the rules of construction is essential. These rules help determine the meaning of terms and phrases in a contract, and can ultimately affect the outcome of legal disputes.

Here are some of the key rules of construction to keep in mind:

1. Plain Meaning Rule

The plain meaning rule states that words in a contract should be given their ordinary and natural meaning, unless there is a compelling reason to interpret them differently. This means that if a term or phrase has a commonly understood definition, it should be interpreted that way in the contract.

2. Ambiguity Rule

If a term or phrase in a contract is unclear or ambiguous, it should be interpreted in a way that is most favorable to the non-drafting party. This rule helps ensure that contracts are fair and reasonable, even if the language used is not perfectly clear.

3. Ejusdem Generis Rule

The ejusdem generis rule applies when a list of specific items or categories is followed by a more general term. In this case, the general term is interpreted to refer only to items or categories that are similar to those listed. For example, if a contract lists “apples, oranges, and other fruit,” the term “fruit” would likely be interpreted to include only other types of produce.

4. Expressio Unius Est Exclusio Alterius Rule

The expressio unius est exclusio alterius rule states that when specific items or categories are listed in a contract, other items or categories are excluded. For example, if a contract specifies that “the buyer will pay for shipping and handling,” it can be assumed that the buyer is not responsible for any other costs related to the purchase.

5. Contra Proferentem Rule

The contra proferentem rule applies when there is ambiguity or disagreement about the meaning of a term or phrase in a contract. In this case, the term or phrase is interpreted against the party that drafted the contract. This rule helps ensure that contracts are drafted carefully and accurately, and that both parties are aware of their rights and obligations.

By understanding these rules of construction, copy editors can help ensure that contracts are clear, fair, and legally enforceable. Whether working on a business agreement, a lease agreement, or any other type of contract, it is important to pay careful attention to the language used and the potential implications of that language.