NCJ Number
109587
Journal
Fordham Law Review Volume: 55 Issue: 5 Dated: (April 1987) Pages: 681-706
Date Published
1987
Length
26 pages
Annotation
The continued use by arbitrators of the plain meaning rule in interpreting contract language is anomalous in view of the increasing rejection of the rule by courts, the Uniform Commercial Code, the Second Restatement of Contracts, and treatise writers.
Abstract
Application of that rule in contract interpretation requires that the meaning of contractual language be determined solely by attaching the plain or usual meaning to words that appear clear and unambiguous on the face of an agreement. However, semanticists, philosophers, legal commentators, and case law have all disputed the rule's basic premise that assumes that words are capable of unambiguous meanings. In addition, the arbitrator's own linguistic history affects the characterization of the contractual language as plain or unambiguous. A more appropriate approach would be to apply the plain meaning rule only in conjunction with a number of modifying rules. Thus, extrinsic evidence to prove meanings should be admissible to resolve disputed meanings and under other circumstances. This approach would make contract interpretation similar to an evidentiary problem. Such an approach would strengthen the chance that the parties' intent will be carried out and that the harsh consequences of the plain meaning rule will be avoided. 147 footnotes.