Interpretation of Contracts: Commentary on Order No. 353 of 2025

In civil law, the interpretation of contractual clauses plays a fundamental role in resolving disputes. Order No. 353 of January 8, 2025, issued by the Court of Cassation, offers significant food for thought on this matter, particularly addressing the unassailability of the interpretation provided by the lower court judge and the limits to the review of such assessments in the supreme court.

The Principle of Unassailability of Contractual Interpretation

The Court of Cassation has clarified that the interpretation of a contract is the prerogative of the lower court judge, who operates based on the canons of contractual hermeneutics. The maxim reported in the order reads:

UNASSailability IN CASSATION Issue relating to the erroneous interpretation of contractual clauses - Admissibility - Limits - Case details. The interpretation of the contract is reserved for the lower court judge and is only subject to review by the supreme court for erroneous or insufficient reasoning, or for violation of the canons of contractual hermeneutics. Such a violation must be demonstrated by specifically indicating in the cassation appeal how the judge's reasoning deviated from the aforementioned canons; otherwise, the reconstruction of the parties' will amounts to a mere proposal of a different interpretation from the one being challenged, and is therefore inadmissible in the supreme court. (In this case, applying the aforementioned principle, the Supreme Court declared inadmissible the ground of appeal whereby - in a case for damages for breach of obligations undertaken by a professional tasked with the thermal insulation of a building - the interpretation of the Regional Court, which had excluded the novative nature of the agreements concluded between the parties for the elimination of defects, was challenged, because this criticism was not articulated through the presentation of an objective contradiction with common sense of the meaning attributed to the text and the interpreted behaviour, or with the macroscopic irrationality or intrinsic contradiction of the overall interpretation of the act, but rather by merely indicating the reasons why the criticized interpretative reading was not considered shareable, compared to the one considered preferable).

This principle highlights that an appeal to the Court of Cassation cannot be limited to proposing a different interpretation; it must specifically demonstrate how the lower court judge's interpretation deviates from the legally established canons.

The Case and Practical Implications

The case in question concerned a claim for damages due to breach of contractual obligations. In this context, the Court of Cassation deemed the appeal inadmissible because the criticisms of the interpretation provided by the lower court judge did not meet the required specificity. This leads to reflection on the importance of adequate preparation of grounds for appeal to the Court of Cassation, particularly regarding:

• The need to clearly indicate violations of hermeneutic canons.
• The requirement for an in-depth analysis of the reasoning provided by the lower court judge.
• The risk of inadmissibility if criticisms remain general or insufficiently substantiated.

Conclusions

Order No. 353 of 2025 underscores the importance of careful and well-reasoned contractual interpretation, highlighting the limits and responsibilities of the appellant before the Court of Cassation. For legal professionals, it is crucial to consider these aspects to ensure the proper defence of their clients' rights, avoiding the mistake of presenting general criticisms that could compromise the outcome of the appeal.