Title 13, Chapter 2, Section 2
( 13-2-2)
The following rules, among others, shall be used in arriving at the
true interpretation of contracts: (1) Parol evidence is inadmissible to add to, take from, or vary a
written contract. All the attendant and surrounding circumstances
may be proved and, if there is an ambiguity, latent or patent, it
may be explained; so, if only a part of a contract is reduced to
writing (such as a note given in pursuance of a contract) and it
is manifest that the writing was not intended to speak the whole
contract, then parol evidence is admissible; (2) Words generally bear their usual and common signification; but
technical words, words of art, or words used in a particular trade
or business will be construed, generally, to be used in reference
to this peculiar meaning. The local usage or understanding of a
word may be proved in order to arrive at the meaning intended by
the parties; (3) The custom of any business or trade shall be binding only when
it is of such universal practice as to justify the conclusion that
it became, by implication, a part of the contract, except in
regard to those transactions covered by Title 11; (4) The construction which will uphold a contract in whole and in
every part is to be preferred, and the whole contract should be
looked to in arriving at the construction of any part; (5) If the construction is doubtful, that which goes most strongly
against the party executing the instrument or undertaking the
obligation is generally to be preferred; (6) The rules of grammatical construction usually govern, but to
effectuate the intention they may be disregarded; sentences and
words may be transposed, and conjunctions substituted for each
other. In extreme cases of ambiguity, where the instrument as it
stands is without meaning, words may be supplied; (7) When a contract is partly printed and partly written, the
latter part is entitled to most consideration; (8) Estates and grants by implication are not favored; (9) Time is not generally of the essence of a contract; but, by
express stipulation or reasonable construction, it may become so. |