In practice, situations often arise when the parties have different interpretations of the meaning of certain provisions of a contract. In such cases, lawyers and courts resort to the provisions of Article 431 of the Civil Code of the Russian Federation in order to find out what meaning the parties attached to certain terms and conditions at the time of concluding the contract.
The purpose of Article 431 of the Civil Code of the Russian Federation is to ensure the correct understanding and enforcement of the terms and conditions stipulated in a contract.
When interpreting a contract, the literal meaning of the words and phrases contained therein is of great importance. This principle makes it possible to determine the true intention of the parties when the terms of the contract are clear and unambiguous.
If the meaning of the terms of the contract remains unclear, the article prescribes that not only the text of the contract should be taken into account, but also all the circumstances surrounding the conclusion of the contract, including the negotiations and correspondence preceding it, the practice of the existing relationship between the parties, as well as the customs of business transactions and other conduct of the parties.
When interpreting a contract, not only the subjective intentions of the parties should be taken into account, but also the objective perception of these intentions by the other party and third parties.
The parties to a contract may clarify and supplement the principles of the relevant article of law in the contract by supplementing it with an article on interpretation.
If the parties wish to clarify and supplement the principles of the statutory article in question, they may include in their contract an article on the interpretation of the text of its provisions. This may also be relevant in the case of transactions with a foreign element and governed by foreign law, where the principles of contract interpretation may differ from those established by Russian law.