Article 2.1.4 Interpretation of Contracts

(a) General Rule of Interpretation: Contracts governed by this ICT Code shall be interpreted to give effect to the mutual intention of the parties at the time the contract was formed, as objectively expressed through words, conduct, and surrounding circumstances. The primary interpretive approach shall be to ascertain and apply the plain and ordinary meaning of the contractual language, unless such language is ambiguous, or results in an outcome contrary to commercial reasonableness, or manifest intent.

(b) Contextual Interpretation: Where ambiguity arises, or where plain meaning does not resolve a dispute, contractual terms shall be interpreted in light of the entire agreement, the commercial context, and the circumstances known to both parties at the time of contract formation. Course of performance, course of dealing, and relevant industry usage may inform interpretation.

(c) Resolution of Ambiguity and Gaps:

In resolving ambiguity, inconsistency, or omission:

(i) Provisions shall be construed in a manner that gives effect to the contract as a whole and avoids rendering any part meaningless or superfluous;

(ii) Clauses shall be interpreted in harmony with each other, and specific provisions shall prevail over general ones where conflict arises;

(iii) ICT Courts may imply terms necessary to give business efficacy to the contract, provided such terms are consistent with the parties’ presumed intent and the structure of the agreement.

(d) Standard Implied Terms:

Unless disclaimed by the parties and such disclaimer is not unconscionable, the following obligations may be implied into contracts governed by this ICT Code, subject to the nature of the agreement and the expectations of reasonable parties:

1. A duty of good faith and fair dealing;
2. A duty to cooperate and not to hinder the performance of the contract;
3. A duty to mitigate damages and to make reasonable efforts to limit the harm suffered by another party’s actions;
4. A duty of confidence to not use or disclose sensitive private information to the detriment of the disclosing party, where such information was given in confidence, and where the non-disclosing party knew or should of known the information was confidential; and

5. An obligation to act with reasonable care and skill in fulfilling contractual duties.

   (e) Severability: If any provision of a contract is found to be invalid, illegal, or unenforceable, that provision shall be severed to the minimum extent necessary, and the remainder of the contract shall continue in full force and effect, unless such severance defeats the contract's essential purpose.

   (f) Contra Proferentem: In the absence of evidence to the contrary, where a contractual term is ambiguous and was drafted by only one party, that ambiguity shall be construed against the interests of the drafting party, particularly in standard form or non-negotiated contracts.

   (g) Parol or Extrinsic Evidence:

   Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein shall not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:

   (i) by course of dealing, or established usage or commercial custom, or by course of performance; and

   (ii) by evidence of consistent additional terms, unless the ICT Court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.

   (h) Implied Terms by Usage or Custom:

   Terms may be implied into a contract by reason of established usage or commercial custom in a particular industry or context, provided such usage:

   (i) Is well known and regularly observed by parties in that trade or setting;

   (ii) Is not inconsistent with the express terms of the contract; and

   (iii) Reflects reasonable expectations of the parties at the time of contract formation.

   (i) Contradictory Contract Term Precedence: In the absence of evidence to the contrary, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers.