A Modern View of Contract Interpretation

A Modern View of Contract Interpretation

Though the great majority of jurisdictions require a finding of ambiguity before or after considering extrinsic evidence, some secondary authorities would not. Chief among them are Corbin and Fansworth, the Restatement (Second) of Contracts, and the Uniform Commercial Code. As long as the matter of interpretaion of the relevant contract is concerned, Corbin opposed any need for a court to find an ambiguity before or after considering extrinsic evidence of subjective intention. This means that no such finding is needed when the extrinsic evidence concerns what the parties both have attached to the specific meaning. In Nanakuli, the court adopted Corbin’s subjective view in deciding the case under the Restatement(Second) of Contracts as well as the UCC.