There are certain rules of evidence which to some extent guide or
restrain interpretation. In particular, oral testimony is not allowed to
vary the terms of an agreement reduced to writing. This is really in aid
of the parties' deliberate intention, for the object of reducing terms
to writing is to make them certain. There are apparent exceptions to the
rule, of which the most conspicuous is the admission of evidence to show
that words were used in a special meaning current in the place or trade
in question. But they are reducible, it will be found, to applications
(perhaps over-subtle in some cases) of the still more general principles
that, before giving legal force to a document, we must know that it is
really what it purports to be, and that when we do give effect to it
according to its terms we must be sure of what its terms really say. The
rules of evidence here spoken of are modern, and have nothing to do with
the archaic rule already mentioned as to the effect of a deed.
Performance.
Every contracting party is bound to perform his promise according to its
terms, and in case of any doubt in the sense in which the other party
would reasonably understand the promise. Where the performance on one or
both sides extends over an appreciable time, continuously or by
instalments, questions may arise as to the right of either party to
refuse or suspend further performance on the ground of some default on
the other side. Attempts to lay down hard and fast rules on such
questions are now discouraged, the aim of the courts being to give
effect to the true substance and intent of the contract in every case.
Nor will the court hold one part of the terms deliberately agreed to
more or less material than another in modern business dealings. "In the
contracts of merchants time is of the essence," as the Supreme Court of
the United States has said in our own day. Certain ancient rules
restraining the apparent literal effect of common provisions in
mortgages and other instruments were in truth controlling rules of
policy. New rules of this kind can be made only by legislation. Whether
the parties did or did not in fact intend the obligation of a contract
to be subject to unexpressed conditions is, however, a possible and not
uncommon question of interpretation. One class of cases giving rise to
such questions is that in which performance becomes impossible by some
external cause not due to the promisor's own fault; a similar but not
identical one is that in which the agreement could be literally
performed, and yet the performance would not give the promisor the
substance of what he bargained for; as happened in the "coronation
cases" arising out of the postponement of the king's coronation in 1902.
As to promises obviously absurd or impossible from the first, they are
unenforceable only on the ground that the parties cannot have seriously
meant to create a liability. For precisely the same reason, supported by
Public-domain text, read in full here on John Shaqi.
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