Section 12. Instrument construed so as to give eﬀect to all provisions. – In the construction of an instrument[,] where there are several provisions or particulars, such a construction is, if possible, to be adopted as will give eﬀect to all. (11)
The interpretation of the agreement should be made in its entirety, it is called “wholistic approach” or wholistic interpretation. It should be done to give effect to all the provisions of the agreement.
Kindly take note of Art. 1159 of the Civil Code, it states that – Obligations arising from contracts have the force of law between the contracting parties and should be complied with in good faith.
It cannot be denied therefore that Agreement/instrument and law are the same. This jurisprudence is enlightening:
A statute must be so construed as to harmonize and give effect to all its provisions whenever possible (Uy v. Sandiganbayan, 407 Phil. 154, 180 (2001). In short, every meaning to be given to each word or phrase must be ascertained from the context of the body of the statute since a word or phrase in a statute is always used in association with other words or phrases and its meaning may be modified or restricted by the latter.
In construing a contract, the provisions thereof should not be read in isolation, but in relation to each other and in their entirety so as to render them effective, having in mind the intention of the parties and the purpose to achieved. (Hanjin Heavy Industries and Construction Co., Ltd. Vs. Dynamic Planners and Construction Corp., 553 SCRA 541).
If wholistic approach of interpretation is impossible, then the interpretation will become piecemeal.
X x x, courts cannot stipulate for the parties or amend the latter’s agreement, for to do so would be to alter the real intention of the contracting parties when the contrary function of courts is to give force and effect to the intention of the parties. (Heirs of San Andres v. Rodriguez, 388 Phil. 571, 586 (2000).
Section 13. Interpretation according to intention; general and particular provisions. – In the construction of an instrument, the intention of the parties is to be pursued; and when a general and a particular provision are inconsistent, the latter is paramount to the former. So a particular intent will control a general one that is inconsistent with it. (12)
Mayari leased her condominium unit to Umupa. They agreed that all utilities can be availed of by Umupa. But there is a clause in their Agreement that Mayari can immediately cut off the electrical supply if Umupa failed to pay the rental per month.
In that illustration, there is a general provision which states that Umupa can avail of all the utilities. However, there is also a specific provision that Mayari can cut off the electricity if Umupa failed to pay the rent per month. The law says that the specific or particular intent will control the general one that is inconsistent with it.
Art. 1371. In order to judge the intention of the contracting parties, their contemporaneous and subsequent acts shall be principally considered. (Civil Code).
X x x, where the language of a written contract is clear and unambiguous, the contract must be taken to mean that which, on its face, it purports to mean, unless some good reason can be assigned to show that the words should be understood in a different sense. Courts cannot make for the parties better or more equitable agreements than they themselves have been satisfied to make, or rewrite contracts because they operate harshly or inequitably as to one of the parties, or alter them for the benefit of one party and to the detriment of the other, or by construction, relieve one of the parties from the terms which he voluntarily consented to, or impose on him those which he did not. (Benguet Corporation v. Cesar Cabildo, G.R. No. 151402, August 22, 2008).