On The Interpretation Of Contract

Contract interpretation is of great importance to seek the true intention of both parties, definite the rights and obligations of both parties, timely reconcile the dispute about contract and safeguard the normal social trade order. However the legislation and theoretical research on the system of contract interpretation has relatively fallen behind, which urgently needs to be changed. On the basis of this realization, this dissertation makes a first probe into the system of contract interpretation starting with the basic theory on interpretation of contract. In the process of interpretation of contract, the subjects of contract interpretation are judges or arbiters, the objects of contract interpretation are the contractual clauses or papers on which the parties hold different opinions, and the activities of interpretation of contract shall stand on the external and objective expression of parties. In nature the interpretation of contract actually is a kind of judgment of facts on the true meaning of contractual clauses with the direction of certain legal values. On the basis of this, the dissertation holds that the interpretation of contract shall abide by such standards of value as justice, efficiency and safety, and the dissertation analyzes the reflection of these standards of value in the interpretation of contract. Regarding the rules of contract interpretation, the dissertation respectively demonstrates the ways to interpret common contractual clauses such as expressive interpretation, integrative interpretation, intention interpretation and so on. Meanwhile, considering the special characteristics of standard contractual clauses and blank contractual clauses, it is necessary to differentially treat with the interpretation of these clauses in both theory and system. When interpreting standard contractual clauses, the justice principle shall be specially emphasized, while interpreting blank contractual clauses, the relationship between intervene of judicial power and the autonomy of will of parties shall be properly coped with. According to the above theories, the dissertation analyzes the current situation of the system of interpretation of contract, points out the defects in legislation at present, and holds that to interpret common contractual clauses the way of expressive interpretation shall be firstly applied to, at the same time the order of all kinds of interpretative ways shall abide by the principle of the combination between flexibility and principle. Concerning the interpretation of standard clauses, we shall exercise some rules to rectify the unfair phenomenon caused by standard clauses and protect the deserved interests of the relative parties. To interpret blank clauses, it is necessary to respect the will of parties and build up the restraint system in all aspects to ensure the proper conclusion of interpretation.