Interpretation of Contracts with Public Administration: Reflections on Ruling No. 8934 of 2024

The recent order No. 8934 of April 4, 2024, from the Court of Cassation offers important food for thought on the issue of interpreting contracts entered into with Public Administration (PA). In an ever-evolving legal landscape, it is crucial to understand how judges interpret contractual clauses, especially when they are particularly concise and therefore unclear.

The Context of the Ruling

The Court ruled on a specific case involving two parties, F. (B. R.) and C. (F. G. F.), with reference to the Court of Appeal of Milan. The decision is of particular relevance to legal practitioners, as it establishes clear and practical interpretation criteria for contracts with the PA. In particular, the Court emphasized that, in the event of ambiguous contractual clauses, it is possible to ascertain the actual will of the public entity through various parameters.

The Ruling's Headnote

Contracts with the PA - Interpretation - Criteria - Reference to the entity's resolution and subsequent conduct - Possibility. In the matter of interpreting a contract concluded by a public entity, where the clause to be interpreted, due to its extreme conciseness, does not, on its own, provide useful elements for understanding its actual content, the will expressed by the public entity may be sought, both with reference to the content of the resolution adopted by the entity, and with regard to the conduct subsequently held by the latter after the resolution's approval by the supervisory authority.

This headnote highlights how, in the absence of clarity in the contractual clause, it is essential to consider not only the text of the contract itself but also the context in which it was drafted and the actions taken by the public entity. This practice allows for tracing back to the real intention of the parties, thus ensuring greater fairness in the application of the contract.

Implications for Sector Operators

The implications of this ruling are manifold:

• Contractual Clarity: Public entities should pay attention to the drafting of contractual clauses, avoiding overly concise wording that could generate ambiguity.
• Subsequent Conduct: It is crucial that actions following the approval of a contract are consistent with the expressed will, as this conduct can influence the interpretation of the contract itself.
• Legal References: The ruling refers to Article 1362 of the Civil Code, which establishes that the interpretation of contracts must take into account the will of the parties and the relevant context.

In essence, the Court of Cassation provides us with an important guide for understanding how and when it is possible to refer to the will expressed by the public entity, thereby promoting greater transparency and correctness in contractual relations with the PA.

Conclusions

Ruling No. 8934 of 2024 represents a significant step towards greater clarity in the interpretation of contracts with Public Administration. It underscores the importance of clear communication and consistent conduct by public entities. This approach not only facilitates dispute resolution but also contributes to building a relationship of trust between public institutions and citizens.