§ 19-8 Contract - Intent of Parties

• Library: South Carolina Requests to Charge - Civil (SCBar) (2016 Ed.)

§ 19-8 Contract - Intent of Parties

Where the language of the contract is ambiguous, that is, it has more than one meaning, you are permitted to consider the circumstances that surround the making of the contract to help you determine the real intention of the parties. You may not, however, use such circumstances to give the contract a meaning that is not apparent on its face.

The paramount rule in interpreting contracts is to ascertain the intention of the parties and then to put these intentions into effect. To arrive at a correct conclusion as to the intention of the parties, it is proper that the contract be considered in the light of surrounding circumstances. The parties' intention must, in the first instance, be derived from the language of the contract. If its language is plain, unambiguous and capable of only one reasonable interpretation, no construction is required and the contract's language determines the instrument's force and effect.

The rights of the parties to a contract must be measured by the contract which the parties themselves made. The court is not in the business of making a contract for a party.

The intention of a contract is to be determined from the language. Language which is perfectly clear determines the full force and effect of the document.

Words which admit of a more extensive or more restrictive signification must be taken in that sense which will best effectuate what is reasonable to suppose was the real intention of the parties. In determining the intent of the parties, you may not consider the undisclosed or secret intentions of the parties but rather you must be guided only by the parties' outward expressions.

Where the contract has been put into writing, you should gather the intention and meaning of the parties primarily from the contents of the written document itself. Words cannot be read into a contract which import an intent wholly unexpressed when the contract was executed.

An agreement capable of an interpretation which will make it valid will be given such an interpretation if the agreement is ambiguous.

See Lewis v. Premium Investment Corp., 351 S.C. 167, 568 S.E.2d 361 (2002); Kilgore Group, Inc. v. South Carolina Employment Sec. Comm'n, 313 S.C. 65, 437 S.E.2d 48 (1993)(primary test of contract's character is intention of parties, which is to be gathered from whole scope of language used); Osteen v. T.E. Cuttino Constr. Co., 315 S.C. 422, 434 S.E.2d 281 (1993); Peidmont Interstate Fair Ass'n v. City of

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