Interpretation

Question 1

is whether a term, clause, or agreement will be enforced and how it will be enforced (what effect the words have in the real world).

Answer 1

Legal effect”

Question 2

Where the parties have attached the same meaning to a promise or agreement or a term thereof, it is interpreted in accordance _____ ____ _______.

Answer 2

with that meaning

Question 3

Where the parties have attached different meanings to a promise or agreement or a term thereof, it is interpreted in accordance with the meaning ________ __ ____ of them if at the time the agreement was made

that party did not know of any different meaning attached by the other, and the other knew the meaning attached by the first party; or
that party had no reason to know of any different meaning attached by the other, and the other had reason to know the meaning attached by the first party

Answer 3

attached by one

Question 4

Except as stated in this Section, neither party is bound by the meaning attached by the other, even though the result may be a failure of ______ ______

Answer 4

mutual assent.

Question 5

an interpretation which gives a ________ _______ & _______ meaning to all the terms is preferred to an interpretation which leaves a part unreasonable, unlawful, or of no effect;

Answer 5

reasonable, lawful, and effective

Question 6

_______ _____ are given greater weight than course of performance, course of dealing, and usage of trade, course of performance is given greater weight than course of dealing or usage of trade, and course of dealing is given greater weight than usage of trade;

Answer 6

express terms

Question 7

_______ _____ and exact terms are given greater weight than general language;

Answer 7

specific terms

Question 8

separately negotiated or added terms are given greater weight than __________ terms or other terms not separately negotiated.

Answer 8

standardized

Question 9

Read words in context. So if a word is in a series, look at the other words in the series to help interpret the word in question. If a word is in a sentence, list, paragraph, look at the words in that grouping to help interpret the word in question.

Answer 9

Noscitur a sociis. “Is known by friends.”

Question 10

A general term joined with a specific one will be deemed to include only things that are like the specific one.

Answer 10

Ejusdem generis. “Same kind”

Question 11

If one or more specific items are listed, without any more general or inclusive terms, other items although similar in kind are excluded.

Answer 11

Expressiou unius exclusio alterius. “Listing of one excludes the other”

Question 12

An interpretation that makes the contract valid is preferred to one that makes it invalid.

Answer 12

Ut magis valeat quam pereat. “To have an effect rather than no effect.”

Question 13

It a written contract contains a word or phrase which is capable of two reasonable meanings, one of which favors one party and the other which favors the other, that interpretation will be preferred which is less favorable to the one by whom the contract was drafted. (Interpret against the drafter)

Answer 13

Omnia praesumuntur contra proferentum. “All presumed against the speaker.”

Question 14

A writing or writings that form part of the same transaction should be interpreted together as a whole, that is, every terms should be interpreted as part of the whole and not as if isolated from it.

Answer 14

Interpret the contract as a whole.

Question 15

The principal apparent purpose of the parties is given great weight in determining the meaning to be given manifestations of intention or to any part thereof.

Answer 15

Purpose of the parties.

Question 16

Give the text its “plain meaning”: what a reasonable person reading would think the words meant.

Answer 16

Plain meaning.

Question 17

If two provisions of a contract are inconsistent with each other and if one is “general” enough to include the specific situation to which the other is confined, the specific provision will be deemed to qualify the more general one, that is, to state an exception to it. (Specific provisions have more weight than general ones).

Answer 17

Specific provision is exception to general one.

Question 18

____________ or typed provisions control printed provisions.

Answer 18

Handwritten

Question 19

If a public interest is affected by a contract that interpretation or construction is preferred which favors the public interest.

Answer 19

Public interest preferred.

Question 20

In ____________ a contract provision look to the language of the contract to interpret that provision.

Answer 20

interpreting

Question 21

When a party to a contract is not a trade member to establish that the party used a term in its trade sense, the other party must prove that (1) the first party had actual knowledge of the usage or (2) that the usage is so generally known in the community that his actual individual knowledge of it may be inferred.

Answer 21

Trade Usage

Question 22

To prove (2)that the usage is so generally known in the community that his actual individual knowledge of it may be inferred.
, you must show that the usage is of so long continuance, so well established, so notorious, so universal and so reasonable in itself.

Answer 22

Trade Usage

Question 23

Establish that the term is ambiguous (When it is subject to more than one meaning.)

Answer 23

1st step in Interpretation

Question 24

Where the other party has reason to believe that the party manifesting such assent would not do so if he knew that the writing contained a particular term, the term is not part of the agreement.

Answer 24

Reasonable Expectations

Standardized Agreements


Question 25

Apart from government regulation, courts in construing and applying a standardized contract seek to effectuate the reasonable expectations of the average member of the public who accepts it.

Answer 25

Reasonable Expectations

Standardized Agreements


Question 26

Although customers typically adhere to standardized agreements and are bound by them without even appearing to know the standard terms in detail, they are not bound to unknown terms which are beyond the range of reasonable expectation.

Answer 26

Reasonable Expectations

Standardized Agreements