Section 13-2-2 - Rules for interpretation of contracts generally

The following rules, among others, shall be used in arriving at the true interpretation of contracts:(1) Parol evidence is inadmissible to add to, take from, or vary a written contract. All the attendant and surrounding circumstances may be proved and, if there is an ambiguity, latent or patent, it may be explained; so, if only a part of a contract is reduced to writing (such as a note given in pursuance of a contract) and it is manifest that the writing was not intended to speak the whole contract, then parol evidence is admissible;(2) Words generally bear their usual and common signification; but technical words, words of art, or words used in a particular trade or business will be construed, generally, to be used in reference to this peculiar meaning. The local usage or understanding of a word may be proved in order to arrive at the meaning intended by the parties;(3) The custom of any business or trade shall be binding only when it is of such universal practice as to justify the conclusion that it became, by implication, a part of the contract, except in regard to those transactions covered by Title 11;(4) The construction which will uphold a contract in whole and in every

e conclusion that it became, by implication, a part of the contract, except in regard to those transactions covered by Title 11;(4) The construction which will uphold a contract in whole and in every part is to be preferred, and the whole contract should be looked to in arriving at the construction of any part;(5) If the construction is doubtful, that which goes most strongly against the party executing the instrument or undertaking the obligation is generally to be preferred;(6) The rules of grammatical construction usually govern, but to effectuate the intention they may be disregarded; sentences and words may be transposed, and conjunctions substituted for each other. In extreme cases of ambiguity, where the instrument as it stands is without meaning, words may be supplied;(7) When a contract is partly printed and partly written, the latter part is entitled to most consideration;(8) Estates and grants by implication are not favored; and(9) Time is not generally of the essence of a contract; but, by express stipulation or reasonable construction, it may become so.Amended by 2010 Ga. Laws 624,§ 13, eff. 6/3/2010.