LAW 506-002 – Contracts II

Restatement Second of Contracts § 202


Rules in Aid of Interpretation

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  1. Words and other conduct are interpreted in the light of all the circumstances, and if the principal purpose of the parties is ascertainable it is given great weight.
  2. A writing is interpreted as a whole, and all writings that are part of the same transaction are interpreted together.
  3. Unless a different intention is manifested,
    1. where language has a generally prevailing meaning, it is interpreted in accordance with that meaning;
    2. technical terms and words of art are given their technical meaning when used in a transaction within their technical field.
  4. Where an agreement involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection is given great weight in the interpretation of the agreement.
  5. Wherever reasonable, the manifestations of intention of the parties to a promise or agreement are interpreted as consistent with each other and with any relevant course of performance, course of dealing, or usage of trade.