Key Takeaways:

  • The rule of construction guides courts in interpreting contracts and statutes, particularly when language is ambiguous or disputed.
  • Courts prioritize plain language, legislative intent, and established doctrines like contra proferentem and ejusdem generis.
  • Contract clarity reduces litigation risk, as vague terms can trigger judicial interpretation under these rules.
  • Rules of construction also interact with statutory construction and administrative rules, with acts like the Uniform Statute and Rule Construction Act providing guidance.
  • Including a rule of construction clause in contracts can preempt disputes by clarifying how ambiguities should be interpreted.

Rule of Construction

Rule of construction pertains to policies and laws that courts use to resolve disputes between parties within an agreement. When it comes to rule of construction, you should know there are times when parties involved come to a disagreement over contract terms, and a judge must interpret a contract according to statutes and guidelines.

Breach of contract lawsuits are common, but proper communication and concise contract terms reduce the chances of litigation, a process that could be costly on your end. A breach of contract occurs when one party fails to live up to his or her end of the contract. When an agreement dispute ends up in the courtroom, the court’s main concern is to assess the intentions of all parties involved.

The courts interpret and examine the contract according to certain rules of construction to determine the wishes of all parties.

  • Example: An owner agrees to sell you his car for $2,000 and you take the deal. He delivers the car, but you thought it was another model. If you sue him for a contract breach, the court will adhere to certain guidelines, or rules of construction, to assess what was intended.

Purpose and Function of Rules of Construction

Rules of construction serve as judicial tools to resolve uncertainties in contracts, statutes, and other legal instruments. Courts rely on these rules when:

  • Contract terms are ambiguous or subject to multiple interpretations.
  • Statutes contain unclear or conflicting provisions.
  • Intent of the parties or legislature is not immediately apparent.

These rules evolved over centuries through common law precedents and statutory codifications. Their purpose is to ensure fairness and predictability, allowing parties and lawmakers to rely on consistent interpretation methods. For example:

  • Contra proferentem directs ambiguity against the drafter of the contract.
  • Ejusdem generis narrows general terms to align with specific items listed before them.
  • Harmonization principles encourage courts to interpret provisions to avoid internal conflict whenever possible.

By understanding the function of these rules, drafters can minimize disputes and anticipate how a court might interpret a provision.

Court Interpretation

When the courts intervene and interpret agreements, the judge will adhere to the rules of construction. The courts will assess the contract, including wording and terminology. In the case of the car, the court will assess the contract. The goal was to unload the car and make some money from the sale.

Your primary aim was to get stable transportation for a good price. The court will assess the contract to see if such goals were met. If not, the court will determine what needs to be done so that all parties can reach their goals. Rule of construction interprets legal instruments, especially statutes and contracts. Statutory construction is a process in determining what a certain statute means so the courts may apply it appropriately.

Most states treat the guidelines as customs that do not have the weight of the law behind them. According to the notion of contra proferentem, if a contract clause in an agreement is ambiguous, it must be assessed against the interests of the individual who insists that the clause be included in the agreement. Ejusdem generis mandates that where law notes certain personal classes or things and refers to those traits in general, the general statement only takes effect to the same kind of person, or certain things listed.

Common Doctrines and Principles Applied by Courts

When applying the rule of construction, courts often follow established interpretive doctrines:

  1. Plain Meaning Rule – Words are interpreted according to their ordinary meaning unless context dictates otherwise.
  2. Specific Over General – Specific contract or statutory language prevails over broader, general statements.
  3. Avoidance of Absurdity – Courts avoid interpretations that lead to unreasonable or impractical results.
  4. Consistency with the Whole Document – Provisions are read in harmony with the overall contract or statute.
  5. Public Policy Considerations – Interpretations that violate public policy or statutory intent are typically rejected.

These principles reduce the risk of arbitrary judgments, fostering fairness in contract enforcement and statutory application.

Language Importance

Questions of statutory interpretations starts with the assessment of any plain language of the statute in discovering the original intent. To find out a statute’s intent, the judgment must read and apply the ordinary meanings. If the statute’s language remains unclear, the courts must determine the intent of the legislature by examining the legislative history and other sources.

The courts usually avoid interpretations that contradict the intentions of the legislature. Since legislators may intend various meanings when voting for bills, the statutory construction can be hard. Statutes are ambiguous at times and could give way to multiple interpretations.

In such cases, the judges can freely interpret such statutes on their own. Once the court interprets the statute, other courts will not go through such exercises again, but instead would enforce a statute as interpreted by another court. When an agreement relegated to a certain area is in question, any technical language would be interpreted according to specialization.

The meaning behind administrative rules and statutes is crucial during these stages:

  • Drafting
  • Implementation (including enforcement)
  • Interpretation by a court

The proper aim of the drafter is to give language that may unambiguously and clearly be enforced.

Moreover, incoherent and extensive bodies of common law that address interpretation of rules and statutes suggest the aim is not usually achieved. The Uniform Statute and Rule Construction Act provides a bridge to two functions, interpretation and drafting. The USRCA attempts to lift the drafter’s burden while simplifying the interpretive duties of the judge. It was first adopted by the Uniform Law Commissioners in 1993 and was later amended in 1995 to clarify it to some degree.

Practical Drafting Tips and Preventive Measures

Drafters can reduce reliance on court interpretation by applying preventive strategies:

  • Use clear, unambiguous language to express the parties’ intent.
  • Define key terms explicitly in the contract or statute.
  • Include a rule of construction clause specifying how ambiguities will be resolved (e.g., “No presumption shall be made against the drafting party”).
  • Reference relevant laws or regulations to avoid interpretive gaps.
  • Regularly review and update contracts to reflect legal and industry changes.

These practices not only minimize litigation risk but also ensure contracts perform as intended without leaving interpretation solely to the courts.

Frequently Asked Questions

1. What is the main purpose of the rule of construction? It provides a framework for courts to interpret unclear or ambiguous contract terms and statutes, ensuring fairness and consistency.

2. How does the rule of construction affect contracts? It determines how a judge will interpret ambiguous provisions, often using doctrines like contra proferentem to resolve disputes.

3. Can a contract include its own rule of construction? Yes. Including a clause that dictates how ambiguities are resolved can prevent disputes and limit judicial interpretation.

4. What is the difference between rule of construction and statutory interpretation? Rule of construction applies to both contracts and statutes, but statutory interpretation focuses specifically on understanding legislative intent.

5. How can parties avoid disputes over interpretation? They can draft contracts with clear, defined terms and consider adding rule of construction clauses to specify how ambiguities are handled.

To learn more about rule of construction, you can post your job on UpCounsel’s website. UpCounsel’s attorneys will give you additional information on rule of construction, and they will read over any contract provisions that will work to your disadvantage. UpCounsel attorneys have graduated form some of the best law schools in the nation and will make your case in court if a judge must interpret a document that you signed.