美国《统一商法典》的合同解释规则民商法学专业毕业论文.docx

1 1 2 2 Abstract A large number of comprehensive rules concerning contract interpretation have been developed in American case law, Uniform Commercial Code has substituted some more liberal rules on this subject for the rigid ones in the traditional case law, which gives rise to a blend of statute and case law contract interpretation rules. Although Uniform Commercial Code only governs a limited range of contracts, it exerts influence on the whole realm of contract interpretation given the fact that judges sitting in other kinds of contracts will refer to these rule for some help. Under American law, interpretation of contract is viewed as a question of fact as opposed to a question of law, but the role played by judges in this process could be very important and obvious. Meanwhile, the concept of contract interpretation is used in a narrow way, which only relates to the figure out the meaning of contract terms. Also, the differences between contract interpretation and contract construction are recognized by the judges. There are some different points between contract interpretation rules and general default rules. According to the definition of Uniform Commercial Code, the agreement is a mixture of express terms and implied terms inferred from trade usage, course of dealing and course of performance incurred after the formation of agreement. Unless otherwise expressed by the parties, parol evidence rule will control the scope of the agreement and thus determine the subject of contract interpretation. Parol evidence rule will exclude all or part oral and written negotiation documents prior to or contemporary with the agreement and is a rule of substantive law. The presumption of application of this rule is that the parties to the agreement consider the agreement as the final and complete expression of the duties and rights of parties. If the agreement is found completely integrated, no additional terms, even consistent, will be allowed to supplement the agreement. I