Contract Construction and Interpretation: From the “Four Corners” to Parol Evidence (and Everything in Between)
The pervasive use of computers has revolutionized both the practice of law and the conduct of business. Agreements once performed on the basis of an oral promise or a hand shake, at one end of the spectrum, or only following lengthy negotiations and exchanges of drafts of documents which had to be recreated from scratch at each stage, at the other, often are now governed by writings prepared with minimal effort, based on a computerized form used by a party to the contract, or its attorneys, in some prior deal. The ease of “block and copy” drafting of contracts and similar instruments, and the often corresponding decrease of close attention paid to any particular agreement in the drafting stage, increases the potential for misunderstanding among the parties to those agreements when the time comes for them to perform. When litigation results, the threshold issues for the parties, their counsel, and the court are often the same: What are the complete terms of the parties' agreement? What was the parties' intent in entering into the agreement? And, how can we prove (or challenge) said terms and intent?
In Mississippi, as in every jurisdiction, a considerable body of law governs the resolution of these questions. Many separately articulated--if not always well-defined--interpretational guides and evidentiary principles apply. This article explores the process and the rules used by Mississippi courts to determine and effectuate contractual intent, as well as the circumstances under which Mississippi courts and juries may consider evidence beyond the “four corners” of the written instrument. This discussion is relevant to practically every negotiation, drafting session, lawsuit, and settlement involving the written word. For that reason, attorneys responsible for drafting legal documents, as well as those who handle litigation concerning them, should benefit from this examination--the former by being alerted to the many pitfalls associated with imprecise or incomplete draftsmanship, and the latter by being better prepared to litigate the consequences of imprecise or incomplete draftsmanship. This article should also prove useful to the judges before whom these disputes come and those whose interest in the process of giving meaning and consequence to written agreements is more academic.
69 Miss. L.J. 73 (1999).
Rowley, Keith A., "Contract Construction and Interpretation: From the “Four Corners” to Parol Evidence (and Everything in Between)" (1999). Scholarly Works. 554.