Anyone who spends time studying language and interpretation soon comes to appreciate the complexity and uncertainty inherent in any effort to interpret a text. Consider one of the courts recent and entertaining statutory interpretation cases, yates v united states,4 in which. It basically states that a court must apply the plain and ordinary meaning of a word when trying to interpret a contract. Plain meaning rule the plain meaning rule is a type of statutory construction by which statutes are to be interpreted using the ordinary meaning of the language of the statute. Other contracts are affected by consumer protection laws, real property law, employment law, and securities law, to. This assumption is the necessary basis for the plain meaning rule.
Word will be given in its commonly accepted meaning, and a technical word will be given in its technical meaning unless. The not so plain meaning rule university of chicago. Contract interpretation with corpus linguistics by stephen c. From context to text in contractual interpretation. Principle of contract or statutory interpretation that requires a court to determine the meaning of a provision that is clear and unambiguous on its face from the ordinary definitions and usage of the language, without looking to extrinsic evidence to aid in construction. Sep 25, 2019 this cle webinar will discuss key rules of contract construction and interpretation that arise in government contracting, including the parol evidence rule, the governments duty of good faith and fair dealing, the intrinsic evidence rule, the plain meaning rule, the federal acquisition regulations far hierarchy of definition, contra proferentem in federal contract litigation, and. Plainmeaning rule legal dictionary the free dictionary. The plain meaning rule dictates that statutes are to be interpreted using the ordinary meaning of the language of the statute. Canons of construction legal definition of canons of construction. Plain meaning rests instead on our unreflective, public, conventional practice of language use. The plain meaning rule is an approach to legal proceedings that relies on the usual and ordinary meaning of a laws text. Part iii explains that, though plain meaning is immune from attack on grounds of impossibility, whether the plain meaning rule is the best legal rule is another matter. The plain meaning rule requires that words are given their ordinary meaning, technical terms are given their technical meaning, and local, cultural terms are recognized as applicable.
The plain meaning rule states that all language used in contracts should be a simple and transparent as possible while still managing to convey the terms of the contract. Plain meaning rule law and legal definition uslegal, inc. The correct approach to contract interpretation differs according to the facts of the case and the legal question at issue. Under the plain meaning rule, the preliminary analysis concerns whether the contract term in dispute is clear. Now, of course, you can define a word to mean about anything you want it to mean in a contract. California civil code 1635 et seq interpretation of contracts. Jun 20, 2018 in adopting the plain meaning rule, the restatement recognizes there is value in the rules incentivizing the use of policy terms having a plain meaning, and its promotion of the consistent interpretation of similar terms, which leads to more uniform enforcement of standardized policies. Some courts apply the rule of contra proferentum as. While adhering to the plain meaning rule of construction, this court, too, has cautioned. Both professor corbin and the restatement second have rejected the plain meaning rule. The plain meaning rule is the mechanism that prevents courts from taking sides in legislative or political issues.
However, this result can be achieved without the aid of an inflexible rule. A principle used by courts in interpreting contracts that provides that the objective definitions of contractual terms are controlling, irrespective of whether the language comports with the actual intention of either party. A principle used by courts in interpreting contracts that provides that the objective definitions of contractual terms are controlling, irrespective of whether the. The plain meaning rule, also known as the literal rule, is one of three rules of statutory. It is intended to reduce ambiguous language as much as possible. The court instead adopted the context rule, under which any determination of meaning or ambiguity should only be made in the light of the.
An ambiguous contract is one that can be interpreted in different waysthat is, the precise meaning of the words cannot be determined from the fact of the contract. This cle webinar will discuss key rules of contract construction and interpretation that arise in government contracting, including the parol evidence rule, the governments duty of good faith and fair dealing, the intrinsic evidence rule, the plain meaning rule, the federal acquisition regulations far hierarchy of definition, contra proferentem in federal contract litigation, and. The not so plain meaning rule william baude ryan d. The plain meaning rule, also known as the literal rule, is one of three rules of statutory construction traditionally applied by english courts. The plain meaning rule is based on the proposition that, when language is sufficiently clear, its meaning can be conclusively determined without recourse to extrinsic evidence.
Corpus evidence can give content to otherwise vague legal concepts and provide linguistic evidence to aid in the evaluation of claims about the meaning or ambiguity of a contractual text. The plain meaning rule dictates that statutes are to be interpreted. In berg, washington rejected the plain meaning rule, which would exclude the use of extrinsic evidence to determine the meaning of language that was plain and unambiguous on its face. Quickguides interpretation of contracts under australian. Plain meaning rule definition principle of contract or statutory interpretation that requires a court to determine the meaning of a provision that is clear and unambiguous on its face from the ordinary definitions and usage of the language, without looking to extrinsic evidence to aid in construction. The plain meaning rule states that all language used in contracts should be a simple and transparent as possible while still managing to convey the terms of the. The system of basic rules and maxims applied by a court to aid in its interpretation of a written document, such as a statute or contract. Drawing from both theoretical and comparative perspectives, this paper suggests that a focus on the text in contractual interpretation, and the corresponding application of the plain meaning rule, is to be welcomed and not scorned. In adopting the plain meaning rule, the restatement recognizes there is value in the rules incentivizing the use of policy terms having a plain meaning, and its promotion of the consistent interpretation of similar terms, which leads to more uniform enforcement of standardized policies. But if principles of contract interpretation and contract construction are so important for. Additionally, it is the mechanism that underlies textualism and, to a certain extent, originalism. Mouritsen, contract interpretation with corpus linguistics nov.
Under the plain meaning rule, a court will enforce a contract in which the writing is clear and unequivocal true t or f. Nov 08, 2017 corpus evidence can give content to otherwise vague legal concepts and provide linguistic evidence to aid in the evaluation of claims about the meaning or ambiguity of a contractual text. Posnert introduction most commentators believe that when a contracts terms specify the obligations of the parties in the case of some contingency, and that contingency occurs, a court should, barring procedural irregu. The soft plain meaning rule means that the statute is to be interpreted according to the ordinary meaning of the language, unless the result would be cruel or absurd. The plain meaning of the contract will be followed where the words usedwhether written or oralhave. Wikipedia pdf congressional research service on plain meaning rule. The rule tells us to respect meaning but it does so without disclosing what the specific meaning is. Contract interpretation in government contracts cle webinar. The rule is susceptible to hard and soft interpretations in several ways, each of which turns on the use of extrinsic evidence to determine whether any of the exceptions apply. In the case of a statute, certain canons of construction can help a court ascertain what the drafters of the statuteusually congress or a state legislaturemeant by the language. Though the market value listed on the tax rolls fell substantially short of the propertys assessed value, the language of the contract was unambiguous, and steuart should not be rewarded for making a bad deal. The plain meaning rule requires a court to enforce a contract as written, without considering any other evidence, if the terms are clear and unambiguous.
Omri benshaharinterpretation of contractual text may be the most important task courts perform in contract disputes. The plain meaning rule states that if a writing, or the term in question, appears to be plain and unambiguous on its face, its meaning must be determined from the four corners of the instrument without resort to extrinsic evidence of any nature. Terms subject to separate negotiation will be given greater considoration than standardized terms. Plain meaning rules, for example, exclude context evidence that can be essential for understanding the parties intent. The plain meaning rule and other ways to cheat at statutory. Courts fall back on archaic canons of interpretation and employ poorly defined and spongy concepts for eliciting the meaning of words. Burwell may not be quite as consequential for public policy as many would have us believe. Must read policy or you cant complain it wasnt what you expected. This rule is the starting point for courts and legal experts attempting to determine legislative intent. On its positive side, the plain meaning rule states a tautology. Interpretation and construction in contract law scholarship. Dec 22, 2019 the plain meaning rule states that all language used in contracts should be a simple and transparent as possible while still managing to convey the terms of the contract. Parol evidence rule, the plain meaning rule, and the principles of.
These include plain meaning, use meaning, subjective meaning, objective meaning, purpose, and belief and intent. How the risk of opportunism defeats a unitary default rule for interpretation. Case western reserve university school of law scholarly commons. Below i outline how corpus linguistic methods may be applied to the interpretation of contracts. Plain meaning rule legal definition merriamwebster law.
Contract interpretation begins with the plain language of the contract. Contract interpretation and the parol evidence rule pavlack. The plain meaning rule has sometimes been applied to the interpretation of contracts, particularly in conjunction with the parol evidence rule. Our webpage on mandated privacy notices scroll down to section on writing in plain english. The plain meaning rule the plain meaning rule says that otherwiserelevant information about statutory meaning is forbidden when the statutory text is plain or unambiguous. At the time of the sexual encounter the accused was aware that his contract would be.
As professor shattuck notes, however, even while sometimes following the plain meaning rule, this court has not consistently applied it. First, consider the compurists will object that i conflate the plain meaning rule, which i treat as exception two, and the parol evidence rule. Oct 24, 2011 the plain meaning rule requires a court to enforce a contract as written, without considering any other evidence, if the terms are clear and unambiguous. Nov 30, 2012 the plain meaning rule is fairly selfevident. Part ii also discusses the plain mean ing rule and other rules of interpretation as they relate to recurrent transactions, such as form contracts, consumer. Contracts should be construed in a commercially reasonable.
Plainmeaning rule terms, contract, words, and technical. Principle of contract or statutory interpretation that requires a court to determine the meaning of a provision that is clear and unambiguous on its face from the. A court should first employ a plain meaning analysis in any contract dispute. It can, though, be quite important for the development of the law, and, more specifically, the plain meaning rule that requires that statutes generally be interpreted in accordance with their plain meaning. Parol evidence rule, the plain meaning rule, and the. Contracts plain meaning voids parties understanding the. The plain meaning rule and other ways to cheat at statutory interpretation by ruth sullivan professor of law university of ottawa introduction. Additionally, the plain meaning rule prevents courts from taking sides in legislative or political issues. Table of contents mutual assent consideration unilateral contracts statute of frauds policing the bargain damages contract interpretation performance and breach. The rule has been rejected by the uniform commercial code, u.
Plainmeaning rule legal definition of plainmeaning rule. Section 3 of the restatement, entitled, the plain meaning rule, provides as follows. Interpreting contracts in english law is an area of english contract law, which concerns how the courts decide what an agreement means. The other two are the mischief rule and the golden rule. The plain meaning rule also ties the interpretation of contract terms to a judges subjective notions of what words mean in language and prevents parties from. The plain meaning rule the plain meaning rule states that if a writing, or the term in question, appears to be plain and unambiguous on its face, its meaning must be determined from the four corners of the instrument without resort to extrinsic evidence. It is settled law that the process is based on the objective view of a reasonable person, given the context in which the contracting parties made their agreement. Case western reserve university school of law scholarly. Common law rules of interpretation apply generally, but state legislatures have adopted statutes, such as the uniform commercial code, which prescribe rules and standards to be applied to certain kinds of contracts. Like the plain meaning rule, the parol evidence rule generally is regarded as a rule of substantive contract law and not a rule of evidence. When reading a contract, the meaning of the words used should seek to avoid overly obscure definitions. When the language in a contract has more than one meaning, it will be interpreted against the party who drafted the contracted. Here, by its plain meaning, the contract conferred the right on plaintiffs to purchase the property at the price listed in the tax rolls.
879 1113 454 698 1499 157 1056 267 943 773 1079 620 1280 438 1127 941 361 1389 116 135 408 1226 916 1016 363 485 916 1314 572 8 1061 686 1036 766 1221 644