Contract Interpretation and the Literal Meaning of Words: Commentary on Order No. 11475 of 2024
The recent Order No. 11475 of April 29, 2024, issued by the Supreme Court of Cassation, offers important insights into the interpretation of contracts and the value of the literal meaning of words. This ruling is part of a legal context where clarity and understanding of the parties' intentions are crucial in resolving disputes.
The Principle of Literal Meaning
In its ruling, the Court reiterated that the search for the common intention of the parties must begin with the literal meaning of the words used in the contract. This principle is fundamental as it ensures that the parties adhere to the agreements made, avoiding ambiguities that could lead to conflicts.
Literal meaning of words - Notion - Overall formulation of the contractual declaration - Plurality of clauses - Connection and comparison - Necessity - Factual situation. In matters of contract interpretation, for the purpose of seeking the common intention of the parties, the primary tool is represented by the literal meaning of the words and expressions used in the contract; the importance to be assigned to the literal formulation must be verified in light of the entire contractual context, and individual clauses must be considered in correlation with each other, requiring their coordination pursuant to Article 1363 of the Italian Civil Code. The "literal meaning of words" is understood to encompass the entire literal formulation of the contractual declaration, in all its parts and in every word that composes it, and not just in a single part, such as a single clause of a contract composed of multiple clauses. The judge must connect and compare phrases and words to clarify their meaning.
Practical Application and Implications
In the specific case at hand, the Court quashed the appealed judgment, establishing the jurisdiction of the Tribunal and excluding the applicability of the arbitration clause for a dispute concerning the payment of extraordinary compensation for the administrator. This concrete example demonstrates how literal interpretation and clause coordination are essential for the correct application of the law.
- Relevance of the contractual context
- Coordination of clauses according to Article 1363 of the Italian Civil Code
- Exclusion of ambiguities in contractual formulation
Conclusions
In conclusion, Order No. 11475 of 2024 underscores the importance of contract interpretation based on the literal meaning of words, highlighting how this approach can prevent conflicts and ensure greater legal certainty. Legal professionals must pay attention to these principles to ensure that agreements are clear and understandable, thus avoiding future problems.
