Courts interpret contracts to give effect to the parties' intent as expressed in the writing. The analysis reads the agreement as a whole, gives terms their ordinary meaning, and reconciles provisions rather than reading any in isolation.
Where language is unambiguous, interpretation is a question of law for the court. Ambiguity may create a fact question for the jury.
Alternative Names:
Contract Construction, Interpreting Agreements
Why it Matters?
Whether language is ambiguous is often the pivotal ruling in a commercial case, because an unambiguous contract can be resolved on summary judgment while an ambiguous one goes to trial with extrinsic evidence. That makes ambiguity arguments a threshold strategic decision rather than a fallback. Interpretation principles also govern insurance coverage disputes, where contra proferentem tilts ambiguity toward the insured.
Frequently Confused with
Related terms
Frequently asked questions
Who decides what a contract means?
What is contra proferentem?
