Stephen Mouritsen, ‘Objective Plain Meaning in Common Law Contracts’

Abstract
When called upon to interpret the undefined language of a common law contract, judges and lawyers have for centuries appealed to the so-called Plain Meaning Rule – a canon of contractual interpretation that states that if the language of the contract is clear and unambiguous, courts cannot consider extrinsic evidence. This rule is often justified on the basis of objectivity and efficiency. If the parties have committed their agreement to a writing whose terms are plain, it would be unfair and wasteful to consider extra-contractual evidence of meaning. Recent scholarship has questioned the objectivity and efficiency of courts’ plain-meaning analysis. Contract interpretation, the argument goes, has become an inconsistent, unnecessarily complex, and unpredictable enterprise. The question then is how to fix it …

Mouritsen, Stephen C, Objective Plain Meaning in Common Law Contracts (November 4, 2017).

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