MAQUINARIA DE MOVIMIENTO DE TIERRAS Retroexcavadora

parties intended to agree.

Repulic v. Castelvi: However general the terms of a contract may be, they shall not be understood to comprehend things that are distinct and cases that are different from those upon which the parties intended to agree. Intention cannot prevail over the clear and express terms of the lease contract. Intent is to be deduced from the language employed by the parties, and the terms of the contract, when unambiguous, are conclusive in the absence of averment and proof of mistake or fraud—the question being not what the intention was, but what is expressed in the language used. Moreover, in order to judge the intention of the contracting parties, their contemporaneous and subsequent acts shall be principally considered.

Art. 1373. If some stipulation of any contract should admit of several meanings, it shall be understood as bearing that import which is most adequate to render it effectual.

Art. 1374. The various stipulations of a contract shall be interpreted together, attributing to the doubtful ones that sense which may result from all of them taken jointly.

• Where the instrument is susceptible of 2 interpretations, 1 which will make it invalid and illegal, and another which will make it valid and legal, the latter interpretation should be adopted. • In the construction of an instrument where there are several provisions or particulars, such a

Digests by 4A 2015

Art. 1375. Words which may have different significations shall be understood in that which is most in keeping with the nature and object of the contract.

Art. 1376. The usage or custom of the place shall be borne in mind in the interpretation of the ambiguities of a contract, and shall fill the omission of stipulations which are ordinarily established.

• When there is doubt as to the meaning of any particular language, it should be determined by a consideration of the general scope and purpose of the instrument in which it occurs.

• An instrument may be construed according to usage in order to determine its true character.

Art. 1377. The interpretation of obscure words or stipulations in a contract shall not favor the party who caused the obscurity.

• The party who draws up a contract in which obscure terms or clauses appear, is the one responsible for the obscurity or ambiguity; they must therefore be construed against him. Eastern Shipping v. Margarine: There is a clear and irreconcilable inconsistency between the York- Antwerp Rules expressly adopted by the parties as their contract under the bill of lading which sustains respondent’s claim and the codal article cited by petitioner which would bar the same. Furthermore, as correctly contended by respondent, what is here involved is a contract of adhesion as embodied in the printed bill of lading issued by petitioner for the shipment to which respondent as the consignee merely adhered, having no choice in the matter, and consequently, any ambiguity therein must be construed against petitioner as the author.

Art. 1378. When it is absolutely impossible to settle doubts by the rules established in the preceding articles, and the doubts refer to incidental circumstances of a gratuitous contract, the least transmission of rights and interests shall prevail. If the contract is onerous, the doubt shall be settled in favor of the greatest reciprocity of interests.

If the doubts are cast upon the principal object of the contract in such a way that it cannot be known what may have been the intention or will of the parties, the contract shall be null and void.

Art. 1379. The principles of interpretation stated in Rule 123 of the Rules of Court shall likewise be observed in the construction of contracts.

Rule 130, Rules of Court

Sec. 10. Interpretation of a writing according to its legal meaning. — The language of a writing is to be interpreted according to the legal meaning it bears in the place of its execution, unless the parties intended otherwise.

Sec. 11. Instrument construed so as to give effect to all provisions. — In the construction of an instrument where there are several provisions or particulars, such a construction is, if possible, to be adopted as will give effect to all.

Digests by 4A 2015

Sec. 12. Interpretation according to intention; general and particular provisions. — In the construction of an instrument, the intention of the parties is to be pursued; and when a

general and a particular provision are inconsistent, the latter is paramount to the former. So a particular intent will control a general one that is inconsistent with it.

• When a general and a particular provision are inconsistent, the particular provision will control.

Sec. 13. Interpretation according to circumstances. — For the proper construction of an instrument, the circumstances under which it was made, including the situation of the subject thereof and of the parties to it, may be shown, so that the judge may be placed in the position of those whose language he is to interpret.

Sec. 14. Peculiar signification of terms. — The terms of a writing are presumed to have been used in their primary and general acceptation, but evidence is admissible to show that they have a local, technical, or otherwise peculiar signification, and were so used and understood in the particular instance, in which case the agreement must be construed accordingly. Sec. 15. Written words control printed. — When an instrument consists partly of written words and partly of a printed form, and the two are inconsistent, the former controls the latter.

Sec. 16. Experts and interpreters to be used in explaining certain writings. — When the characters in which an instrument is written are difficult to be deciphered, or the language is not understood by the court, the evidence of persons skilled in deciphering the characters, or who understand the language, is admissible to declare the characters or the meaning of the language.

Sec. 17. Of two constructions, which preferred. — When the terms of an agreement have been intended in a different sense by the different parties to it, that sense is to prevail against either party in which he supposed the other understood it, and when different constructions of a provision are otherwise equally proper, that is to be taken which is the most favorable to the party in whose favor the provision was made.

Sec. 18. Construction in favor of natural right. — When an instrument is equally susceptible of two interpretations, one is favor of natural right and the other against it, the former is to be adopted.

Sec. 19. Interpretation according to usage. — An instrument may be construed according to usage, in order to determine its true character.

Lim v CA: Considering the admitted fact that the contract of sale was prepared in the office of