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What happens when the parties to a contract dispute its meaning?

Parties to a contract often disagree over the meaning of a contract or one of its terms. When this occurs in the context of a legal dispute, the court often determines the contract’s meaning. The intent of the parties—to the extent it can be ascertained from the contract—determines the meaning of a contract. A court’s primary objective when interpreting a contract is to find and give effect to the intent of the parties at the time the contract was made (as that intent is expressed in the contract).

If the court concludes that it can determine the parties’ intent from the contract, it will interpret the agreement and that interpretation is binding on the parties (even if the parties disagree with the court’s interpretation). If the intent of the parties cannot be determined from the contract, additional evidence is allowed to help determine the parties’ intent. Then the fact-finder (often a jury, but sometimes the judge of the court) decides the contract’s meaning.