8 Rules for Resolving Contract Confusion
Contracts should be interpreted according to their plain meaning. Only if the meaning of a provision is NOT plain and unambiguous do any of these "rules" come into play.
If there is a possible interpretation under which two otherwise contradictory provisions can be made consistent with each other, that is the interpretation that should be adopted.
Look to any "order of priority" provision in the contract for resolving contradictions between separate contract documents - for instance between drawings and specs.
If there are two provisions on the same topic, and one is general and the other is more specific, the more specific provision will take precedence.
Handwritten or marked-up additions to a contract carry greater weight than pre-printed provisions.
If there are two equally plausible interpretations of a contract term, the one most favorable to the company that did NOT draft the contract should be adopted.
In the absence of being able to apply any other rule, the interpretation that the parties themselves have given the contract (either in this project or in past projects) is given great weight.
When there is no other means of resolving confusion, custom in the industry will be used to decide the issue.
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