The rule of proof parol states that once the parties have concluded a contract and the contract is a complete and complete expression of the agreement of the parties, no external oral or written agreement can be concluded to add, modify or contradict the terms of the contract. However, if the wording of the contract is ambiguous and unclear, the parol evidence may provide the parties with external evidence only to resolve the ambiguous language and explain the intention of the parties. But for treaties that don`t provide adequate language, California`s Civil Code has a set of laws that provide methods to resolve possible ambiguities. Ambiguities appear in contracts for a variety of reasons. Sometimes a party rushes to enter into a contract and therefore omits important details and modifiers. Often, ambiguity is the product of combining many documents into a single contract. Construction contracts, contracts that contain penalties for non-performance, and contractual leases – especially those that include automatic renewals and termination requests – are common vehicles for ambiguous contractual language because they tend to combine multiple documents into one (inconsistently). Insurance contracts also fall into this category at some point. See Klapp v. United Ins. Group Agency, Inc., 468 Me. 459 (2003). Past transactions are also examined, particularly with regard to how the parties have used the term in the past.
This is useful if the parties have entered into a similar contract in the past that used the same terms. 14. Civil Code `1651. CONTRACT, PARTLY WRITTEN AND PARTLY PRINTED. Where a contract is partly written and partially printed, or if part of it is written or printed under the particular direction of the parties and taking particular account of their intention, and the rest is copied from a form initially drawn up without specific reference to the parties concerned and to the contract in question, the written parties shall verify the printed parts, and parts that are purely original control those that are copied from a form. And if both are absolutely repugnant, the latter must be ignored so far. You cannot know that there is a misunderstanding, and then rely on ambiguity to the detriment of the other side. The court found that there was no evidence that the contractor entered into the contract knowing that the government`s interpretation differed from that of the contractor. This is important because if the drywall contractor had known, he would be bound by the government`s interpretation. Comment: For example, where two parties entered into a contract in which the contractor agreed to construct a residential building for the owner, the law implied a promise on the part of the owner to allow the applicant to build and according to the details of the contract. (Armstrong v. Smith (1942) 49 Cal App.
2nd 258) One of the interpretative laws provides that, for the purpose of establishing the intention of the contracting parties, if this is otherwise doubtful, the legal provisions shall apply. Some of the exact terms of some of the most relevant laws and a brief possible remark on legal proceedings that may address the principle set out in the law are as follows: A common type of ambiguous contract is when the definition of a word in the contract is not clearly defined. For example, a contract may have referred to a dollar amount for a Canadian insurance contract. The word « dollar » could be ambiguous here, as it could mean either U.S. dollars or Canadian dollars. 5. Civil Code `1642 SEVERAL CONTRACTS TAKEN TOGETHER. Several contracts relating to the same matters, concluded between the same parties and in the context of a transaction are combined.
According to the Michigan Court of Appeals, if the wording of a contested contract is « subject to two or more reasonable interpretations or is inconsistent on its face, the contract is ambiguous and actual development is required to determine the intent of the parties. » Petovello vs. Murray, 139 Me. App. 639, 642 (1984). But ambiguity can arise not only from the face of the treaty, but also from extrinsic evidence relating to the meaning of the words of the treaty. See e.B. Tigg Corp. v. Dow Corning Corp., 822 F.2d 358, 363 (3d Cir. 1987) (interpretation of Michigan law).
Finally, courts can sometimes avoid resolving ambiguous contracts in a way that would result in unnecessary difficulties for one of the parties. This is common when one party has much more experience or bargaining space than the other. The method of interpreting a document can be a two-step process in which a judge decides the legal question (is there an ambiguity problem?) and a jury decides the question of fact (how should the contract be interpreted?). The judge makes a decision before the matter is referred to the jury and the judicial inquiry is conducted without the presence of the jury. If (and only if) the judge declares that a provision of the contract is ambiguous, the matter moves on to the jury, where it is decided as a question of fact. See City of Detroit v. Porath, 271 Mich. 42, (1935); S.C. Gray, Inc.c. Ford Motor Co., 92 Mich. App. 789 (1979).
Comment: There are a number of commercial organizations that publish trade standards that should be reviewed to determine customs and practices in a particular industry. If the contract, plans or specifications do not refer to these standards and there is a customs and use dispute, the parties should review these standards. Comment: Some contracts contain a clause that modifies this legal rule of interpretation. These clauses will stipulate, in part, that the contract is to be interpreted as if both parties to the agreement had drafted it. .