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Contract interpretation

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Overview Edit

To the extent that the trial court’s interpretation of the contract rests upon findings extrinsic to the contract, an appellate court will defer to the trial court’s findings, unless those findings are not supported by the record or unless the inferences drawn from those findings are not the product of an orderly or logical deductive reasoning process.[1] All other questions concerning contract interpretation are questions of law and are reviewed de novo.[2]

Under California law, interpretation of the language of a contract is a question of law, to be determined exclusively by the court. The court interprets a contract "to give effect to the mutual intention of the parties." Since intent is inferred, if possible, "solely from the written provisions of the contract..., [i]f contractual language is clear and explicit, it governs." Only when terms are ambiguous, does the court look to extrinsic evidence to aid interpretation, while straining not to find ambiguity where none exists.[3]

References Edit

  1. AT&T Corp. v. Lillis, 953 A.2d 241, 251 (Del. 2008)(full-text).
  2. Id.
  3. CLRB Hanson Industries, LLC v. Google Inc., 2008 WL 2079200, at *3 (N.D. Cal. May 14, 2008) (citations omitted).

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