Part I outlines key principles courts use when interpreting contracts.
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Plain meaning controls. If the language of a contract is clear on its face, courts enforce it as written.

Four-corners rule. When the text is unambiguous, courts look only at the contract itself—the “four corners” of the document—and will not consider outside evidence like emails or after-the-fact explanations.

Objective perspective. The contract is read as a reasonable person in the parties’ position would understand it, not based on anyone’s private or unspoken expectations.

Reading the Contract as a Whole. Courts do not read contracts line by line in isolation. Instead, they look at how the provisions work together.

No wasted words. Courts avoid interpretations that make any term meaningless or redundant. Every word is assumed to have been included for a reason.

Provisions must be harmonized. If two sections appear to conflict, courts try to reconcile them so both can be given effect—unless doing so would undermine the contract’s overall structure.

Related agreements are read together. When multiple agreements are signed as part of the same transaction and serve the same purpose, they are interpreted together, not piecemeal.

Common Rules Courts Use to Resolve Conflicts

When provisions point in different directions, courts rely on established interpretive rules to resolve the tension.

Specific beats general. Detailed, concrete language outweighs broad or preliminary statements.

What’s listed matters. If a contract expressly includes certain items, courts usually assume unlisted items were intentionally excluded.

General terms take their meaning from specifics. Broad language following specific examples is limited to things similar to those examples.

Ambiguities are construed against the drafter. If the language is genuinely unclear and can’t be resolved, it is typically interpreted against the party that drafted the agreement—especially where the other party had little or no bargaining power.