Cal. Civ. Code 1635-1654
[Statutory rules for interpretation of contracts, derived from the Field Codes]

Introductory note on the Field Codes

     The following sections of the California Civil Code, together with many other sections of the California Civil Code addressing issues of contract law, were adopted by the California legislature in 1872.  The sections were derived from what came to be known as the "Field Codes", named after its drafter David Dudley Field, a prominent New York lawyer.  David Dudley Field was a leading advocate for the Nineteenth Century codification movement, a movement whose goal was to replace the common law with codes of law.  Proponents of codification argued that the common law was too inaccessible and incomprehensible to the lay person and that "the proliferation of case reports made the practice of law too expensive and time consuming for the lawyer."  See Morriss, Burnham, and Nelson, Debating the Field Civil Code 105 Years Late, 61 Montana L.Rev. 371, 373-74 (2000). 

     In 1865, Field completed the drafting of a complete set of codes (civil, criminal, organization of government, civil procedure) for consideration by the New York legislature, but the codes were never adopted in New York.  Id. at 373.   Nor were they adopted in most states.  However, California and a few other western states adopted the codes. 

     Many of the Field Code provisions restated what had been the common law as of the time they were drafted, and many were simplistic statements of governing rules.  Moreover, states adopting the Field Codes as part of their own statutory codifications did not, as Field wished, adopt a provision in them that the codes were to replace and preempt the common law.  Accordingly, at least in California, you will frequently find that subsequent judicial opinions concerning issues addressed by Field Code provisions in the California Civil Code often rely on common law precedent rather than the language of the Civil Code and frequently do not mention the Civil Code language at all.  While this rhetorical feature of some judicial opinions may be justified in the unique context of provisions drawn from the Field Codes, generally acceptable legal discourse requires that you start with the language of relevant statutes, many of which have been drafted to supplement or supplant the common law rather than to restate it.   

1635. All contracts, whether public or private, are to be interpreted by the same rules, except as otherwise provided by this Code.

1636. A contract must be so interpreted as to give effect to the mutual intention of the parties as it existed at the time of contracting, so far as the same is ascertainable and lawful.

1637. For the purpose of ascertaining the intention of the parties to a contract, if otherwise doubtful, the rules given in this Chapter are to be applied.

1638. The language of a contract is to govern its interpretation, if the language is clear and explicit, and does not involve an absurdity.

1639. When a contract is reduced to writing, the intention of the parties is to be ascertained from the writing alone, if possible; subject, however, to the other provisions of this Title.

1640. When, through fraud, mistake, or accident, a written contract  fails to express the real intention of the parties, such intention is to be regarded, and the erroneous parts of the writing disregarded.

1641. The whole of a contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other.

1642. Several contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, are to be taken together.

1643. A contract must receive such an interpretation as will make it lawful, operative, definite, reasonable, and capable of being carried into effect, if it can be done without violating the intention of the parties.

1644. The words of a contract are to be understood in their ordinary and popular sense, rather than according to their strict legal meaning; unless used by the parties in a technical sense, or unless a special meaning is given to them by usage, in which case the latter must be followed.

1645. Technical words are to be interpreted as usually understood by persons in the profession or business to which they relate, unless clearly used in a different sense.

1646. A contract is to be interpreted according to the law and usage of the place where it is to be performed; or, if it does not indicate a place of performance, according to the law and usage of the place where it is made.

1647. A contract may be explained by reference to the circumstances under which it was made, and the matter to which it relates.

1648. However broad may be the terms of a contract, it extends only to those things concerning which it appears that the parties intended to contract.

1649. If the terms of a promise are in any respect ambiguous or uncertain, it must be interpreted in the sense in which the promisor believed, at the time of making it, that the promisee understood it.

1650. Particular clauses of a contract are subordinate to its general intent.

1651. Where a contract is partly written and partly printed, or where part of it is written or printed under the special directions of the parties, and with a special view to their intention, and the remainder is copied from a form originally prepared without special reference to the particular parties and the particular contract in question, the written parts control the printed parts, and the parts which are purely original control those which are copied from a form.  And if the two are absolutely repugnant, the latter must be so far disregarded.

1652. Repugnancy in a contract must be reconciled, if possible, by such an interpretation as will give some effect to the repugnant clauses, subordinate to the general intent and purpose of the whole contract.

1653. Words in a contract which are wholly inconsistent with its nature, or with the main intention of the parties, are to be rejected.

1654. In cases of uncertainty not removed by the preceding rules, the language of a contract should be interpreted most strongly against the party who caused the uncertainty to exist.