fbpx
Sélectionner une page

However, a contractual document may not have sufficiently reflected the intentions of the parties, in which case they may ask the Tribunal to « correct » the agreement (i.e., pretend that the written terms are different and give an order accordingly). Asking a court to correct a document does not mean requiring a change in the contract. It is simply requested to change the record of the document. Correction is a fair protection of discretion and is therefore not available to applicants who delay excessively, and it has no effect on a good faith buyer without notice. There is a narrow line between interpretation and rectification, as evidence that contributes to interpretation can also lead to a correction. [18] Applicants may require both. [19] The extent to which each is used varies depending on the circumstances. The analysis of the text should be further emphasized when it comes to complex agreements between the highly developed parties and with the help of qualified experts. Conversely, the business environment will play a greater role if the agreement is lacking informally or in detail. However, there are always exceptions and each case is decided on its own facts.6 In order to avoid possible litigation and the need for an interpretation of the contract, it is preferable to ensure that all contractual terms are clearly and precisely stated in the contract.

Both parties should ensure that all parties to the contract understand the terms and that they are on the same page in terms of definitions of certain words. A contract deals with a legally binding agreement between two private parties. This document creates reciprocal legal obligations and outlines the terms of the agreement and what to do in the event of an infringement. Contracts can be verbal or written, but written contracts are generally easier to enforce. In addition, some contracts can only be written. A marriage contract would be an example. Counter proferenentem means that an exclusion clause is interpreted with rigour against the party that wants to rely on it in order to resolve any ambiguity against it. [28] By interpretation, it applies, among other things, to exclusion clauses for negligence, on the ground that the courts consider that it is inherently unlikely that one party would allow the other party to exclude liability for its own negligence.

However, since the adoption of the UCTA in 1977, the scope of the application of the contra-proferentem rule has diminished. It was not necessary to interpret the treaty for reasons of injustice. When there is a dispute over what a contract means, there are no easy answers. A detailed analysis of the overall contract is required. In many cases, this is likely to resolve inconsistencies or ambiguities. However, if this is not the case, further consideration of the contractual documents and the intent of the parties is required. Since these exercises can be so difficult (and therefore costly), disputes on interpretation points should be avoided as much as possible. If this is unavoidable, seeking legal advice should be a priority. While, in light of the explicit terms of the agreement, it is still not possible to determine its meaning, the Tribunal may be prepared to associate certain concepts with it20 The courts are reluctant to depart from the express wording, particularly when the contract is detailed and appears complete.