Sutarčių aiškinimo metodai ir jų ribojimų problemos

Abstract

Methods of Contracts Interpretation and the Problems of their Limits. This master thesis analyses methods of contract interpretation and problems of their limits: parol evidence rule, clauses claires et précises, merger clauses, formal requirements of the contract and contract transference. Nowadays, the principle of freedom of contract applies as a general rule in the majority of all legal systems, which is why methods of contract interpretation must comply with this principle. This leads us to the conclusion that the goal of interpretation is to determine the actual intentions of the parties. However, if it fails, the judge may resort to the objective standard – the reasonable man standard. This general rule is recognized in CISG, UNIDROIT Principles of International Commercial Contracts, PECL as well as in the Lithuanian Civil Code. Notwithstanding this, the United Kingdom, the USA and Russia give priority to the objective method of contract interpretation. The first hypothesis of this master thesis is: the precision, particularity and the completeness of contracts are strongly influenced by the methods of contract interpretation and the rules of their application that are established in a particular legal system. We have drawn the conclusion that this hypothesis is affirmative, as if actual intentions of the parties have priority over the literal wording of the contract, the clauses of the contract can deviate from the intentions of the parties’ declarations and the precision, particularity and completeness of the contract is not so relevant. Conversely, if the objective standard of contract interpretation prevails, neither party can rely on one’s intention at the time of contracting if the literal meaning of the declarations is different from that intention. Moreover, in ascertaining the perspective of reasonable man (objective standard), it is crucial how the addressee could reasonably understand the declaration in view of individual circumstances. That is why the declaring party’s clauses should be precise, particular and complete. The second hypothesis of this master thesis is: the considered limits of methods of contract interpretation are not regulated by laws, that is why courts have the substantial priority of formulating the application of these rules. We have analysed such limits of contract interpretation: parol evidence rule, clauses claires et précises, merger clauses, formal requirements of the contract and the contract’s transference. These are not regulated by laws. The practical application of these cases is really problematic. This master thesis deals with some suggestions of how these practical problems could be solved in judicial practice.