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Unclear contracts are common, and a large number of litigated cases in the U.S. require clarification of the parties' agreement. The process of clarifying an unclear contract involves three legal tasks. A judge must first identify the terms to be interpreted, then must determine whether the terms are ambiguous and encompass the rival interpretations advanced by the parties. Finally, if the terms are ambiguous, a finder of fact must resolve the ambiguity by choosing between the rival interpretations. Performing these tasks often involves the question of what evidence may be considered. Further, the courts may decide contract interpretation issues based on the agreement's literal terms, or the parties' objective or subjective intentions. Steven J. Burton's undertaking in Elements of Contract Interpretation is a comprehensive treatment of these issues. By identifying the concrete and legally provable elements that contract interpreters may use, he has written an invaluable resource for both practitioners and scholars alike. This book also proposes an optimal law of contract interpretation for the courts' consideration.
E-Book Content
Elements of
Contract Interpretation
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Elements of
Contract Interpretation
STEVEN J. BURTON
1
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Copyright © 2009 by Oxford University Press, Inc. Published by Oxford University Press, Inc., 198 Madison Avenue, New York, New York 10016 Oxford is a registered trademark of Oxford University Press Oxford University Press is a registered trademark of Oxford University Press, Inc. All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior permission of Oxford University Press Inc.
_____________________________________________ Library of Congress Cataloging-in-Publication Data Burton, Steven J. Elements of contract interpretation / Steven J. Burton. p. cm. Includes bibliographical references and index. ISBN 978-0-19-533749-5 ((hardback) : alk. paper) 1. Contracts—United States—Interpretation and construction. I. Title. KF801.B875 2009 346.7302—dc22 2008032375
_____________________________________________ 1 2 3 4 5 6 7 8 9 Printed in the United States of America on acid-free paper Note to Readers This publication is designed to provide accurate and authoritative information in regard to the subject matter covered. It is based upon sources believed to be accurate and reliable and is intended to be current as of the time it was written. It is sold with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional services. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. Also, to confirm that the information has not been affected or changed by recent developments, traditional legal research techniques should be used, including checking primary sources where appropriate. (Based on the Declaration of Principles jointly adopted by a Committee of the American Bar Association and a Committee of Publishers and Associations.)
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