Contract Interpretation Reconsidered

Date of Event



November 18, 2015

Contract Interpretation Reconsidered

CWRU Law Downtown at the City Club

Peter M. Gerhart Professor of Law Case Western Reserve University School of Law

Contract interpretation is the heart of contract law because the central objective of contract law is to determine the obligations of the contracting parties, which is what interpretation does. Unfortunately, contract interpretation is stuck in an arid debate about the role of text and context, so that courts and commentators spend more time debating the virtues of these two interpretive methodologies than they do thinking about the bargain the parties made. Professor Juliet Kostritsky and I propose a different methodology of interpretation, one that focuses on what obligations a court can infer from the bargaining relationship and the contract terms that are not in dispute. We call this efficient contextualism because it allows courts and contracting parties to determine which contextual details matter and how they matter. This, in turn, allows courts to avoid or streamline trials. My presentation will explain the ideas behind efficient contextualism and how it operates.

Subject Headings

contract law--United States; contracts reconsidered; contract interpretation; efficient contextualism; contracts and bargaining; Hummer v. ABC; judges and contract interpretation;


City Club of Cleveland

Document Type