Contract Interpretation: Commentary on Order No. 8940 of 2024

The recent Order No. 8940 of April 4, 2024, issued by the Court of Cassation, represents an important reflection on the principles of contract interpretation, with particular attention to the literal meaning of words and the common intention of the contracting parties. This decision offers useful insights for professionals and citizens who find themselves dealing with legal issues related to contracts.

The Literal Meaning of Words and Contract Interpretation

The Court, presided over by M. Mocci and with L. Varrone as rapporteur, deemed it fundamental that the interpretation of a contract must take into account the literal meaning of the words used. According to Article 1363 of the Civil Code, it is necessary to analyze the entire contractual context to fully understand the parties' intent. This approach helps to avoid misunderstandings and ensures that contractual clauses are evaluated consistently and in relation to each other.

Literal meaning of words - Notion - Overall formulation of the contractual declaration - Plurality of clauses - Connection and comparison - Necessity - Application of further criteria of functional interpretation and good faith - Necessity - Basis. In matters of contract interpretation, the common intention of the contracting parties must be sought by considering the literal meaning of the words, to be verified in light of the entire contractual context pursuant to art. 1363 c.c., as well as the criteria of subjective interpretation ex artt. 1369 and 1366 c.c., aimed, respectively, at allowing the ascertainment of the meaning of the agreement in coherence with its practical reason or concrete cause and at excluding - through conduct characterized by loyalty and safeguarding the interests of others - cavillous interpretations indicating a meaning contrary to the interests that the parties intended to protect through the contractual stipulation.

Principles of Good Faith and Coherence in Contractual Stipulation

Another crucial aspect of the Order concerns the application of the principles of good faith and loyalty, as provided for by Articles 1366 and 1369 of the Civil Code. These principles are essential to ensure that contractual interpretations are not only technical but also respectful of the parties' mutual interests. The Court emphasizes that a cavillous interpretation, which ignores the substance of the agreement, is not only inadequate but can also be detrimental to the party who relied on the stipulation.

Conclusions

In conclusion, Order No. 8940 of 2024 offers important clarifications on contract interpretation, highlighting the importance of considering the literal meaning of words and the overall context. The centrality of good faith and coherence between contractual clauses are fundamental elements for ensuring a fair application of the rules and for protecting the interests of the parties. This ruling is part of a jurisprudential trend aimed at ensuring greater equity and clarity in contractual relationships, an indispensable aspect for legal certainty in an increasingly complex commercial context.