contract-law france
Principles to resolve ambiguity in a contract
<p>The problem of ambiguities in a contract is so old that there must be general principles to resolve them. What are the main such principles, and how are they named (in Latin, English, or French)?</p>
<p>I vaguely remember that who wrote the contract bears the consequences of an ambiguity, to some degree. But I lack a name for that.</p>
<p>Also is there some rule that early clauses beat later ones, unless the later explicitly is an exception to the former?</p>
<p>I'm a party in a French contract, with disputes to be brought to a designated <em>&quot;Tribunal de Commerce&quot;</em>, so it matters if the principle is recognized there.</p>
<p>If I can be that specific: the conflict is between a first clause defining how electricity pricing evolves until some specifically laid out condition is met (which is not met), and a later clause allowing change of pricing method by the supplier with a one month notice. Also, clauses governing the termination of contract are asymmetrical, with the supplier explicitly having limited termination rights (basically, fault of the customer), which in my opinion makes unlimited change of pricing method too easy an escape for the supplier.</p>
<p>I could link to the contract (which is public), but it's in French, and I fear this is way off-topic.</p>

<p><a href="https://www.law.uh.edu/faculty/adjunct/dstevenson/2018Spring/CANONS%20OF%20CONSTRUCTION.pdf" rel="noreferrer">Here</a> is a substantial collection of interpretive canons; <a href="https://saunderswalsh.com/the-difference-between-a-rule-of-interpretation-and-a-canon-of-construction/" rel="noreferrer">this article</a> discusses rules vs. canons. <a href="https://www.reedsmith.com/files/uploads/miscellany/A_Guide_to_Contract_Interpretation__July_2014_.pdf" rel="noreferrer">This article</a> discusses contract interpretation from both the perspectives of drafting and litigating. These are all from the perspective of common law systems. <a href="https://www.nortonrosefulbright.com/en/knowledge/publications/2a563f12/reform-of-the-french-civil-code-on-contract-law-and-the-general-regime-and-proof-of-obligations" rel="noreferrer">This article</a> (in English) and <a href="https://academic.oup.com/book/5386/chapter-abstract/148207718?redirectedFrom=fulltext" rel="noreferrer">this chapter</a> (English, paywall) reminds us that French contract law is different, to which I would add <a href="https://scholarship.law.tamu.edu/cgi/viewcontent.cgi?referer=&amp;httpsredir=1&amp;article=1280&amp;context=facscholar" rel="noreferrer">this</a> which focuses on the French subjective theory of contracts – starkly distinct from the common law theory.</p>
<p><a href="https://www.legifrance.gouv.fr/codes/section_lc/LEGITEXT000006070721/LEGISCTA000006136342/#LEGISCTA000032041275" rel="noreferrer">This page</a> (en français) will probably be of most interest to you. The 2016 modification to the civil code added art. 1190 (and other articles) which says</p>
<blockquote>
<p>Dans le doute, le contrat de gré à gré s'interprète contre le
créancier et en faveur du débiteur, et le contrat d'adhésion contre
celui qui l'a proposé</p>
</blockquote>
<p>which is <em>contra proferentem</em>. The Latin name is not officially assigned to this law, and being a new addition to French law, it's too early to tell if it will be so named in French legal practice.</p>

<p>The first and most important rule is that where the intent of the parties is clear, a contract will be read to facilitate that intent, not to frustrate it.</p>
<p>Secondly, a contract will not be read so as to reach an absurd result, when a reasonable reading is possible.</p>
<p>A contract will be read as a whole, and an interpretation that takes all provisions into account and is self-consistent will be preferred to one that is not. This is sometimes called &quot;looking at the four corners of  the document&quot;.</p>
<p>The rule favoring the non-drafter is known as <em><strong>Contra Proferentem</strong></em>. See <a href="https://www.law.cornell.edu/wex/contra_proferentem" rel="nofollow noreferrer">this LII page</a> for more details. That page states:</p>
<blockquote>
<p><em>Contra proferentem</em> exists to place the burden of ambiguity on the party most capable of mitigating that ambiguity - the person who wrote it.</p>
</blockquote>
<p>When a contract has been negotiated back and forth, with each party supplying language and revising the other's language, <em>Contra proferentem</em> may not apply. Or to put it another way, neither side may be treated as the &quot;author&quot; of the document.</p>
<p>To the best of my knowledge, there is no general rule favoring provisions appearing earlier in the document.</p>

<blockquote>
<p>What are the main such principles, and how are they named (in Latin, English, or French)?</p>
</blockquote>
<p>As other answers point out, it is the doctrine of <em>contra proferentem</em>. But from your description it is unclear whether the contract you mention truly contains an ambiguity. Had you provided a link to the terms of that contract, it would be possible to discern whether that is the case.</p>
<p>Outlining a [pricing] method in the contract is unlikely to preclude subsequent modifications, since the contract itself informs the customer --at least via the requirement of supplier's one-month notice-- that the method is subject to change. The customer's acceptance of that condition implies acceptance of the risk of change, especially where the matter is not unduly burdensome (i.e., <em>excessivement onéreuse</em>) to the customer. Acceptance forfeits at least part of the protections enacted in <a href="https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000032041302" rel="nofollow noreferrer">art. 1195 of the Code Civil</a>.</p>
<p>On the other hand, your mention that the terms of the contract are publicly available suggests that this might be a contract of adhesion. If a clause in a contract of adhesion creates a significant imbalance in the parties' rights and duties, that clause is considered not binding. See <a href="https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000036829836" rel="nofollow noreferrer">art. 1171</a>. This might or might not apply also to the issue of termination, but your description is unclear in that regard.</p>
<blockquote>
<p>is there some rule that early clauses beat later ones, unless the later explicitly is an exception to the former?</p>
</blockquote>
<p>No, in part because that would conflict with the rule of <em>contra proferentem</em> (art. 1190).</p>
<p>The legal prevalence of clauses does not depend on which ones appear first in the contract. Instead, the parties' intent, and thus the prevalence of clauses, would be ascertained from reading the contract altogether.</p>
