The Meaning of the Agreement: Principles of Interpretation Flashcards
Noscitur a sociis
The meaning of a word in a series is affected by others in the same series; or, a word may be affected by its immediate context. The example for the next maxim may be taken to illustrate this one.
Ejusdem generis
A general term joined with a specific one will be deemed to include only things that are like (of the same genus as) the specific one. This one if applied usually leads to a restrictive interpretation. E.g., S contracts to sell B his farm together with the “cattle, hogs, and other animals.” This would probably not include S’s favorite house-dog, but might include a few sheep that S was raising for the market.
Expressio unius exclusio alterius.
If one or more specific items are listed, without any more general or inclusive terms, other items although similar in kind are excluded. E.g., S contracts to sell B his farm together with “the cattle and hogs on the farm.” This language would be interpreted to exclude the sheep and S’s favorite house-dog.
Ut magis valeat quam pereat.
By this maxim an interpretation that makes the contract valid is preferred to one that makes it invalid.
Omnia praesumuntur contra proferentem.
This maxim states that if a written contract contains a word or phrase which is capable of two reasonable meanings, one of which favors one party and the other of which favors the other, that interpretation will be preferred which is less favorable to the one by whom the contract was drafted. This maxim favors the party of lesser bargaining power, who has little or no opportunity to choose the terms of the contract, and perforce accepts one drawn by the stronger party . . . . However, the maxim is commonly invoked in cases that do not reveal any disparity of bargaining power between the parties.
Interpret contract as a whole.
A writing or writings that form part of the same transaction should be interpreted together as a whole, that is, every term should be interpreted as a part of the whole and not as if isolated from it. This maxim expresses the contextual theory of meaning, which is, perhaps, a truism.
