Contract formation confirms the parties understand and agree to all the essential terms.  When that understanding and agreement fades, how do you find it again?  How do you confirm you’ve found the best meaning?

When the contract language is unambiguous, it must be given its plain and ordinary meaning and the court may not look to extrinsic evidence to interpret its provisions.  (Ambiguous language is discussed in another post.)

Plain and ordinary meaning comes from to the face of the language itself, without technical or specialized interpretation.  This assumes the meaning is unambiguous, which is discussed in another post.  When the meaning is plain, the parties, court, or arbitrator may look to other documents and/or testimony to confirm they have found the best meaning.  The process looks like this:

Plain Meaning Graphic

Here are some examples where outside documentation confirmed the plain meaning:

Appeal of Aegis Defense Services, LLC, ASBCA 59082, 17-1 BCA ¶ 36915 (an e-mail confirmed the contract’s plain meaning)

Dream Management, Inc. v. Dept. of Homeland Security, CBCA 5517, 17-1 BCA ¶ 36,716 (examining agency findings to confirm plain meaning)

Kiewit-Turner, JV v. Dept. of Veterans Affairs, CBCA 3450, 15-1 BCA P 35,820 (contract negotiation history confirmed plain meaning)

Published On: April 4, 2018

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