Contract Principles

When contract provisions conflict, courts apply established interpretive principles to resolve the tension. Specific language controls over general statements, and expressly listed items signal that unlisted ones were intentionally left out. Broad terms that follow specific examples are read narrowly—limited to things similar to those examples. And when ambiguity persists and cannot be resolved through the text itself, courts construe the unclear language against the party that drafted it, particularly where there was an imbalance in bargaining power. Together, these rules provide a predictable framework for resolving disputes—but the best protection remains precise drafting from the start.

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.

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.