Interpretation of contracts

Interpretation of contracts

1. Norway

   • Flexibility
     • All circumstances can be considered
       • The previous conduct
       • Subsequent Conduct
     • But: The purpose of the contract as an overall guideline
     • And: The parties intetion
     • And: Good faith

2. Germany

   • § 157 of the BGB
     • In accordance with good faith and fair dealing
     • Predictability
       • As objective as possible
       • On the basis of the understanding of a reasonable person would have under normal circumstances
       • May fill in gaps
         • But: In accordance with good faith
         • Cannot fill in gaps that runs against the clear terms
         • Or: Extends the objects of the contract

3. Italy

   • CC art. 1362 to 1371
     • Eestablish the parties intetions based on the contracts text
       • But: Intergrated with the parties conduct
     • Cannot come to a different result by applying other creiterias than mentioned in CC, if the text is clear
     • Bound by the text of the contract
       • Good faith only used if the remaining interpretation rules have not created sufficient clarity

4. England

   • Establish the mutual intention based on the document itself
     • The plain and litteral meaning of the words
       • Not possible to construe a contract in a manner that runs against the language
     • Not allowed to take into consideration external circumstances
       • Such as: The parties conduct
       • Known as "the parole evidence rule"
         • In the interest of preserving predicability within commercial transactions
     • Little possibility to fill in gaps by reading implied terms