Contract Interpretation in Civil Law: A Focus on Textual Analysis
Civil law jurisdictions adopt a distinct approach to contract interpretation compared to their common law counterparts. The cornerstone of civil law interpretation is the contractual text itself.
The initial step involves a meticulous examination of the contract’s language to ascertain the parties’ expressed intentions. If the contract is clear and unambiguous, the interpretation process is relatively straightforward. The court will adhere to the plain meaning of the words used.
However, when faced with contractual ambiguities, civil law systems may, to a limited extent, consider extrinsic evidence such as the parties’ negotiations or industry customs. Nevertheless, the emphasis remains firmly on the contractual text.
Unlike common law, which often places greater weight on the commercial context and the parties’ subjective intentions, civil law prioritizes the literal and grammatical meaning of the contract’s language. This textual focus aims to enhance predictability and certainty in contract enforcement.
While this formalistic approach offers clarity and consistency, it may sometimes lead to outcomes that deviate from the parties’ actual intentions. To mitigate this, some civil law systems incorporate doctrines allowing for limited consideration of contextual factors when necessary.
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