facebook   linkedin

Contract terms shall be interpreted so as to give effect to all the terms rather than to deprive some of them of effect.

 


COMMENT

 


It is to be expected that when drafting their contract parties do not use words to no purpose. It is for this reason that this Article lays down the rule that unclear contract terms should be interpreted so as to give effect to all the terms rather than to deprive some of them of effect. The rule however comes into play only if the terms in question remain unclear notwithstanding the application of the basic rules of interpretation laid down in Articles 4.1 to 4.3.

 

Illustration

 

A, a commercial television network, enters into an agreement with B, a film distributor, for the periodic supply of a certain number of films to be transmitted on A’s network in the afternoon, when only those films that are admissible for all viewers may be transmitted. According to the contract the films submitted must “have passed the admission test” of the competent censorship commission. A dispute arises between A and B as to the meaning of this term. B maintains that it implies only that the films must have been released for circulation, even if they are X-rated, while A insists that they must have been classified as admissible for everybody. If it is not possible otherwise to establish the meaning to be attached to the term in question, A’s understanding prevails since B’s interpretation would deprive the provision of any effect.

We use cookies on this website. By using this site, You agree that we may store and access cookies on your device.