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Foundational Principles of Contract Law$
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Melvin A. Eisenberg

Print publication date: 2018

Print ISBN-13: 9780199731404

Published to Oxford Scholarship Online: October 2018

DOI: 10.1093/oso/9780199731404.001.0001

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The General Principles of Contract Interpretation

The General Principles of Contract Interpretation

Chapter:
(p.373) Twenty-Eight The General Principles of Contract Interpretation
Source:
Foundational Principles of Contract Law
Author(s):

Melvin A. Eisenberg

Publisher:
Oxford University Press
DOI:10.1093/oso/9780199731404.003.0028

Chapter 28 considers theories of contract interpretation, which generally fall into two schools. Theories in one school, contextualism, hold that a contract cannot be sensibly interpreted without regard to the context in which the contract was made. Theories in the other school, literalism, hold that if a contract is embodied in a relatively comprehensive writing it should be interpreted solely on the basis of the writing. The most prominent form of textualism is the plain-meaning rule. Under that rule if there exists a more or less complete writing that reflects the existence of a contract and the court determines, by looking only at the writing, that the writing is unambiguous, the parties are not allowed to introduce evidence outside the writing concerning the meaning of the writing. The plain-meaning rule is fatally defective because a writing cannot be sensibly interpreted without regard to the context in which it was written, and disputed contract language is almost never unambiguous.

Keywords:   interpretation, contextualism, literalism, plain-meaning rule, comprehensive writing

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