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WPI 301.05 Contract Interpretation

6A WAPRAC WPI 301.05Washington Practice Series TMWashington Pattern Jury Instructions--Civil

6A Wash. Prac., Wash. Pattern Jury Instr. Civ. WPI 301.05 (7th ed.)

Washington Practice Series TM

Washington Pattern Jury Instructions--Civil

April 2022 Update

Washington State Supreme Court Committee on Jury Instructions

Part XIII. Contracts

Chapter 301. Contracts—Formation, Interpretation, and Enforceability

WPI 301.05 Contract Interpretation

A contract is to be interpreted to give effect to the intent of the parties at the time they entered the contract.

You are to take into consideration all the language used in the contract, giving to the words their ordinary meaning, unless the parties intended a different meaning.

You are to determine the intent of the contracting parties by viewing the contract as a whole, considering the subject matter and apparent purpose of the contract, all the facts and circumstances leading up to and surrounding the making of the contract, the subsequent acts and conduct of the parties to the contract, and the reasonableness of the respective interpretations offered by the parties.

NOTE ON USE

Use this instruction when the jury must decide the intended meaning of contract language.

COMMENT

The content of the instruction is derived from Berg v. Hudesman, 115 Wn.2d 657, 801 P.2d 222 (1990), and subsequent cases. See Miller v. Kenny, 180 Wn.App. 772, 796, 325 P.3d 278 (2014) (discussing WPI 301.05). For discussions of appellate applications of Berg, see Tegland, 5C Washington Practice, Evidence Law and Practice, ch. 12, especially § 1200.13 (6th ed.), and DeWolf, Allen, & Caruso, 25 Washington Practice, Contract Law and Practice §§ 5:2, 5:5, 5:6 (3d ed.).

In Berg, Washington rejected the “plain meaning rule,” which would exclude the use of extrinsic evidence to determine the meaning of language that was “plain and unambiguous on its face.” The court instead adopted the “context rule,” under which “[a]ny determination of meaning or ambiguity should only be made in the light of the relevant evidence of the situation and relations of the parties, the subject matter of the transaction, preliminary negotiations and statements made therein, usages of trade, and the course of dealing between the parties.” Berg, 115 Wn.2d at 667 (quoting Restatement (Second) of Contracts § 212 cmt. b (1981)). The court adopted the Restatement (Second) of Contracts § 212 (1981), which provides:

(1) The interpretation of an integrated agreement is directed to the meaning of the terms of the writing or writings in the light of the circumstances, in accordance with the rules stated in this Chapter.
(2) A question of interpretation of an integrated agreement is to be determined by the trier of fact if it depends on the credibility of extrinsic evidence or on a choice among reasonable inferences to be drawn from extrinsic evidence. Otherwise a question of interpretation of an integrated agreement is to be determined as a question of law.

Despite Berg's apparent emphasis on the underlying intent of the parties in the “context rule,” the Supreme Court has subsequently re-affirmed that “Washington continues to follow the objective manifestation theory of contracts. Under this approach, we attempt to determine the parties' intent by focusing on the objective manifestations of the agreement, rather than on the unexpressed subjective intent of the parties.” Hearst Commc'ns, Inc. v. Seattle Times Co., 154 Wn.2d 493, 503, 115 P.3d 262 (2005).

Extrinsic evidence “is admitted for the purpose of aiding in the interpretation of what is in [a written] instrument, and not for the purpose of showing intention independent of the instrument.” Berg, 115 Wn.2d at 669. The “relevant intention of a party is that manifested by him rather than any different undisclosed intention.” Lynott v. Nat'l Union Fire Ins. Co. of Pittsburgh, Pa., 123 Wn.2d 678, 684, 871 P.2d 146 (1994) (quoting the Restatement (Second) of Contracts § 212 cmt. a (1965)). See also the related discussion of the parol evidence rule, Comment to WPI 301.06 (Parol Evidence).

The court in Berg went to some lengths to adopt a distinction made by A. Corbin, 3 Corbin on Contracts § 534 (1960), between contract “interpretation” and contract “construction.” Berg, 115 Wn.2d at 663. The former, according to the court, relates to the meanings given by persons to symbols of expression, while the latter is concerned with the “legal consequences” of contract terms. The court later clarified that the “special and specific rules of interpretation” governing insurance contracts, at least, “were not changed by the Berg holding.” Lynott, 123 Wn.2d at 683.

The Restatement (Second) of Contracts (1981) contains a number of comparable provisions of general contract application that are characterized by the Restatement (Second) as “[s]tandards of preference among reasonable meanings.” Restatement (Second) of Contracts § 212 cmt. b (1981). These include section 203 (Standards of Preference in Interpretation) described in the comment as not overriding the meaning of the parties. They also include, however, section 206 (Interpretation Against the Draftsman) and section 207 (Interpretation Favoring the Public), which are each described as rules of construction and of interpretation. Insofar as such rules are an aid to interpretation, they should be incorporated in this instruction as applicable.

When interpretation depends upon the use of extrinsic evidence, and more than one reasonable inference can be drawn from the extrinsic evidence, interpretation of the contract presents a question of fact, not law. SAS Am., Inc. v. Inada, 71 Wn.App. 261, 266, 857 P.2d 1047 (1993). According to the Restatement (Second) of Contracts § 212 cmt. d (1981):

Analytically, what meaning is attached to a word or other symbol by one or more people is a question of fact. But general usage as to the meaning of words in the English language is commonly a proper subject of judicial notice without the aid of evidence extrinsic to the writing.

[Current as of April 2021.]

End of Document