“The principle of the effectiveness of the interpretation of the contract” — an article by Tatiana Tereshchenko for “Judge”
Keywords: Article 431 of the Civil Code of the Russian Federation, the principle of effective interpretation, validity, enforceability and reasonableness of conditions, dispute over the interpretation of the contract.
Annotation. Tatiana Tereshchenko, head of the analytical department of "Prime Advice", uses the example of Article 431 of the Civil Code of the Russian Federation and judicial practice to address the principle of effective interpretation of the contract. She notes that in the event of any contractual dispute, every possible effort should be made to ensure that the contract, if the ambiguity of the relevant conditions is proved, is recognized as concluded, valid, enforceable, reasonable and not absurd from the point of view of the common will of the parties. A dispute over interpretation should not and cannot turn into a way to correct one's own mistakes made during the conclusion of the contract due to carelessness or ignorance, other omissions or loss of interest in the performance of the contract on agreed terms.
Article 431 of the Civil Code of the Russian Federation on the interpretation of contracts
The rules on the interpretation of the contract are fixed in the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation) in the only article 431, which has not undergone changes in the process of reforming civil legislation. However, this does not mean that its provisions are so perfect that they do not need explanations and comments.
In particular, Article 431 of the Civil Code of the Russian Federation can be logically divided into the following semantic fragments that determine the sequence and essence of the application of the rules of interpretation.
Rule 1:
a) when interpreting the terms of the contract, the literal meaning of the words and expressions contained therein is taken into account;
b) the literal meaning of the terms of the contract in case of its ambiguity is established by comparison with other terms and the meaning of the contract as a whole.
Rule 2:
if the rules contained in the first part of this article do not allow determining the content of the contract, the actual common will of the parties must be clarified, taking into account the purpose of the contract. At the same time, all relevant circumstances are taken into account, including negotiations and correspondence preceding the contract, the practice established in the mutual relations of the parties, customs, and subsequent behavior of the parties.
It follows from the content of Article 431 of the Civil Code of the Russian Federation that the literal text of the contract (form of expression, expression of will) is given priority over the actual general will of the parties (will as it is), taking into account the purpose of the contract. Without going into the discussion about the validity of the priority of the expression of will, we note: it is difficult to deny the focus of Article 431 of the Civil Code of the Russian Federation on an attempt to preserve the contract in any case. At least, nothing in Article 431 of the Civil Code of the Russian Federation gives rise to the opposite opinion.
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