Fundamental Principles of Contract Interpretation – Part 5

Fundamental principles of contract interpretation

Contract Interpretation

This is the 5th article on the subject of fundamental principles of contract interpretation. You can read the first four articles here, here, here and here.

As we look at the following principles, please note that they are also used in the interpretation of statutes.

Ejusdem generis.

This is a Latin phrase meaning “of the same kind or species.” This principle of interpretation holds as follows.

When a list of specific things is followed by a more general word, the general word is held to refer to things of the same kind.

For example, in a statute listing “baseball, basketball, football, and any other games,” the phrase “any other games” would be limited to team sports (like soccer) and not include “games” like chess or video games. State v. Peters, 263 Wis.2d 475, 665 N.W.2d 171 (2003).

Expresio unius est exclusio alterius.

Another Latin phrase meaning “the expression of one thing is to exclude another.”

Using the example above, a listing of “baseball, basketball, and American football”  would imply the exclusion of soccer. The exclusion, though not express, is implied.

The last antecedent rule.

Bear with me here. This rule holds that modifying and qualifying phrases, where no contrary intention appears, refer solely to the last antecedent.

Put another way, courts presume that the drafter of a contract or statute placed modifying words next to the language they intend to modify.

For example, in the phrase “the commercial vehicular license shall not apply to boats, tractors, and trucks under three tons,” the qualifier “under three tons” applies only to trucks and not to boats or tractors.

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Craig Painter