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The problem of ambiguities in a contract is so old that there must be general principles to resolve them. What are the main such principles, and how are they named (in Latin, English, or French)?

I vaguely remember that who wrote the contract bears the consequences of an ambiguity, to some degree. But I lack a name for that.

Also is there some rule that early clauses beat later ones, unless the later explicitly is an exception to the former?

I'm a party in a French contract, with disputes to be brought to a designated "Tribunal de Commerce", so it matters if the principle is recognized there.

If I can be that specific: the conflict is between a first clause defining how electricity pricing evolves until some specifically laid out condition is met (which is not met), and a later clause allowing change of pricing method by the supplier with a one month notice. Also, clauses governing the termination of contract are asymmetrical, with the supplier explicitly having limited termination rights (basically, fault of the customer), which in my opinion makes unlimited change of pricing method too easy an escape for the supplier.

I could link to the contract (which is public), but it's in French, and I fear this is way off-topic.

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3 Answers 3

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Here is a substantial collection of interpretive canons; this article discusses rules vs. canons. This article discusses contract interpretation from both the perspectives of drafting and litigating. These are all from the perspective of common law systems. This article (in English) and this chapter (English, paywall) reminds us that French contract law is different, to which I would add this which focuses on the French subjective theory of contracts – starkly distinct from the common law theory.

This page (en français) will probably be of most interest to you. The 2016 modification to the civil code added art. 1190 (and other articles) which says

Dans le doute, le contrat de gré à gré s'interprète contre le créancier et en faveur du débiteur, et le contrat d'adhésion contre celui qui l'a proposé

which is contra proferentem. The Latin name is not officially assigned to this law, and being a new addition to French law, it's too early to tell if it will be so named in French legal practice.

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  • Indeed, your reference to art. 1190 is spot on. I hope it will help me convince my supplier to scale back their price raise, without testing my reasoning in court.
    – fgrieu
    Sep 22 at 11:37
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    I'd note there's two types of contracts mentioned in the law. Contrat d'adhésion (i.e. drafted by one party without negociation, e.g. subscription contract), where ambiguity favors the party that didn't draft the contract. Contrat de gré à gré (i.e. where terms are negociated between parties), where ambiguity favors the debtor (i.e. buyer), regardless of who drafted the contract. Sep 22 at 14:32
  • @AmiralPatate However, for that to apply, there needs to be an ambiguity in the contract. As I explain to the OP, that is not the case with his contract. Advancing an argument on the basis of art. 1190 would be unavailing. Sep 22 at 18:49
  • The principle that ambiguities are interpreted to the detriment of the party that wrote the contract is not new, it's part of the Napoleon code (formerly article 1162). The 2016 law change actually weakened this principle to only apply to contrats d'adhésion, i.e. contracts written by one party where the other party just has a choice of agreeing to the standard terms or not entering into a contract. Sep 24 at 19:51
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The first and most important rule is that where the intent of the parties is clear, a contract will be read to facilitate that intent, not to frustrate it.

Secondly, a contract will not be read so as to reach an absurd result, when a reasonable reading is possible.

A contract will be read as a whole, and an interpretation that takes all provisions into account and is self-consistent will be preferred to one that is not. This is sometimes called "looking at the four corners of the document".

The rule favoring the non-drafter is known as Contra Proferentem. See this LII page for more details. That page states:

Contra proferentem exists to place the burden of ambiguity on the party most capable of mitigating that ambiguity - the person who wrote it.

When a contract has been negotiated back and forth, with each party supplying language and revising the other's language, Contra proferentem may not apply. Or to put it another way, neither side may be treated as the "author" of the document.

To the best of my knowledge, there is no general rule favoring provisions appearing earlier in the document.

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What are the main such principles, and how are they named (in Latin, English, or French)?

As other answers point out, it is the doctrine of contra proferentem. But from your description it is unclear whether the contract you mention truly contains an ambiguity. Had you provided a link to the terms of that contract, it would be possible to discern whether that is the case.

Outlining a [pricing] method in the contract is unlikely to preclude subsequent modifications, since the contract itself informs the customer --at least via the requirement of supplier's one-month notice-- that the method is subject to change. The customer's acceptance of that condition implies acceptance of the risk of change, especially where the matter is not unduly burdensome (i.e., excessivement onéreuse) to the customer. Acceptance forfeits at least part of the protections enacted in art. 1195 of the Code Civil.

On the other hand, your mention that the terms of the contract are publicly available suggests that this might be a contract of adhesion. If a clause in a contract of adhesion creates a significant imbalance in the parties' rights and duties, that clause is considered not binding. See art. 1171. This might or might not apply also to the issue of termination, but your description is unclear in that regard.

is there some rule that early clauses beat later ones, unless the later explicitly is an exception to the former?

No, in part because that would conflict with the rule of contra proferentem (art. 1190).

The legal prevalence of clauses does not depend on which ones appear first in the contract. Instead, the parties' intent, and thus the prevalence of clauses, would be ascertained from reading the contract altogether.

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  • Here are the conditions of the contract, as published by the supplier. The ambiguity is between 6.2.1, and 12. One states provisions for the evolution of pricing; the other gives the supplier right to change pricing with advance notice of one month. It's undisputed that the conditions stated in 6.2.1 for termination of it's application are not met; that the contract was executed under the provisions of 6.2.1 for one year, and tacitly renewed; and that the newly proposed pricing is not per 6.2.1.
    – fgrieu
    Sep 22 at 6:01
  • @fgrieu In that case, there is no ambiguity in the contract. Clause 6.2.1 does not indicate that suppression or re-structuring of the TRV is the only scenario for changes of pricing method. The clause only provides what would happen if that specific scenario arises. Remarks such as "TRV is the most common modality among households" (c’est l’offre d’électricité la plus souscrite par les ménages) reflect that a TRV-based method is not compulsory, in which case the provider is allowed to adopt a different method. Sep 22 at 18:45
  • Here is the contractual SUPER pricing. Analysis shows it follows 6.2.1. The contract itself refers to that, took effect on 2021-01-01, and was tactility renewed under the same conditions on 2022-01-01 (since no other pricing was notified before 2021-12-01). On 2021-12-22 an e-mail was allegedly sent defining another pricing, now about 3 times higher, and not per 6.2.1.
    – fgrieu
    Sep 23 at 15:28
  • My argument uses 10. Clauses there are asymmetrical, allowing contract ending only for fault of customer. Hence any interpretation of the contract that allows price change without limitation is wrong. We find pricing limitations in 6. By an explicit specification of the contract itself (not shown, contains private info), the pricing is as laid by SUPER, that is per 6.2.1 with 13% discount. Provision to end this are laid in 6.2.1, and not met. Provisions in 6.4 and 12 hopefully do not allow exit of the protective regiment of 6.2.1; they allow changing to 0% discount, and I'd love that.
    – fgrieu
    Sep 23 at 15:31

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