Remarks on the interpretation of the contract

 

The interpretation of the contract presupposes the prior research of the law applicable to the contract according to the rules of private international law of the State in which the contract may have connections.

 

These rules will designate the applicable national or regional law(s). The contract itself may make this designation, at least for part of the subject matter it deals with. Rules of public order may apply.

 

These principles can be retained of interpretation recalled by the French Civil Code in its wording resulting from the 2016 reform and enshrining the jurisprudential solutions acquired, and which reflect solutions accepted in continental law, Roman and Napoleonic law.

 

The usual interpretation:

Item 1104
Contracts must be negotiated, formed and performed in good faith.
This provision is of public order.

(Thus for example this principle, in the context of the health crisis induced by the SARS CoV-2 (or Covid 19) epidemic, has made it possible to revisit the law of commercial leases and the exception of non-performance.

Item 1119
The general conditions invoked by one party only have effect with regard to the other if they have been brought to the attention of the latter and if it has accepted them.
In case of discrepancy between the general conditions invoked by either party, the incompatible clauses are without effect.
In case of discrepancy between general conditions and special conditions, the latter take precedence over the former.

Item 1166
When the quality of the service is not determined or determinable by virtue of the contract, the debtor must offer a service of quality in accordance with the legitimate expectations of the parties in consideration of its nature, the uses and the amount of the consideration.

Item 1188
The contract is interpreted according to the common intention of the parties rather than stopping at the literal meaning of its terms.
When this intention cannot be detected, the contract is interpreted according to the meaning given to it by a reasonable person placed in the same situation.

Item 1189
All the clauses of a contract are interpreted in relation to each other, giving each the meaning that respects the coherence of the act as a whole.
When, with the common intention of the parties, several contracts contribute to the same operation, they are interpreted according to this operation.

Item 1190
In case of doubt, the contract by mutual agreement is interpreted against the creditor and in favor of the debtor, and the adhesion contract against the person who proposed it.

Item 1191
When a clause is capable of two meanings, the one which gives it an effect takes precedence over the one which does not cause it to produce any.

Item 1192
Clear and precise clauses cannot be interpreted on pain of distortion.

Item 1194
Contracts bind not only to what is expressed therein, but also to all the consequences given to them by equity, usage or the law.

Item 1195
If a change in circumstances unforeseeable at the time of the conclusion of the contract makes performance excessively onerous for a party who had not accepted to assume the risk, the latter may request a renegotiation of the contract from his co-contracting party. It continues to perform its obligations during the renegotiation.
In the event of refusal or failure of the renegotiation, the parties may agree to the termination of the contract, on the date and under the conditions that they determine, or request by mutual agreement the judge to proceed with its adaptation. Failing agreement within a reasonable time, the judge may, at the request of a party, revise the contract or terminate it, on the date and under the conditions that he sets.

Item 1210
Perpetual commitments are prohibited.
Each contracting party may terminate it under the conditions provided for the open-ended contract.

Item 1211
When the contract is concluded for an indefinite period, either party may terminate it at any time, subject to respecting the notice period contractually provided for or, failing that, a reasonable period.

Item 1212
When the contract is concluded for a fixed term, each party must perform it until its term.
No one can demand the renewal of the contract.

Item 1213
The contract may be extended if the contracting parties express their wish before its expiry. The extension may not infringe the rights of third parties.

Item 1214
The fixed-term contract may be renewed by operation of law or by agreement of the parties.
The renewal gives rise to a new contract whose content is identical to the previous one but whose duration is indefinite.