Reasonable Expectations and the Interpretation of Contracts Across Legal Traditions
Canadian Business Law Journal, 2010
21 Pages Posted: 17 Sep 2009 Last revised: 28 Oct 2010
Date Written: September 16, 2009
Abstract
There is an increasing tendency to speak of reasonable expectations as a factor that should be taken into account when giving meaning to the terms of a contract. Some theorists even say it should become the new “golden key” of contractual interpretation. After summarizing the status of the doctrine of reasonable expectations in common law Canada, this article analyzes how the concept of reasonable expectations may help explain the interpretive practices of civil law judges in Quebec. While many contractual interpretation cases may be explained on that basis, the author shows that the duty to act in good faith, a central tenet of civil law systems, may constitute just as good an explanation. The author concludes that it is probably impossible to find a single overarching principle, be it intent, reasonable expectations or good faith, form which rules of interpretation may be deduced with any degree of precision.
Keywords: contracts, interpretation, reasonable expectations, good faith
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