Interpretation of Documents

Interpretation of documents is the same as interpretation of contracts. Hence, the provisions of the Civil Code pertaining to interpretation of contracts shall likewise be used. The provisions on Interpretation of Contracts can be read from Article 1370 to Article 1379 of the Civil Code.

 Article 1379 provides:

“The principle of interpretation stated in Rule 123 of the Rules of Court shall likewise be observed in the construction of contracts”

Rule 123 of the Rules of Court is suppletory in character because the substantive law – Civil Code shall prevail against the procedural law-Rules of Evidence.

Section 11. Interpretation of a writing according to its legal meaning. – The language of a writing is to be interpreted according to the legal meaning it bears in the place of its execution, unless the parties intended otherwise. (10)

Lex loci contractus – the “law of the place where the contract is made” shall govern.

As a rule, writing shall be interpreted in its legal meaning, which is known and have been used in the place where the writing is executed.

Reason for the rule – Every place has its own recognized and acceptable meaning of certain writing. Hence, it is just and fair to adopt the legal meaning of writing where that writing is executed.

How will this rule apply? – The Philippines has eight 8 major dialects and 175 different dialects. The eight (8) major are: Bikol, Cebuano, Hiligaynon (Ilonggo), Ilocano, Kapampangan, Pangasinan, Tagalog, and Waray. With the same word, it has different meanings according to respective place.

The Philippine government officially recognizes eight (8) regional languages: 1. Bikol, 2. Cebuano, 3. Hiligaynon, 4. Ilokano, 5. Pampango/Kapangpangan, 6. Pangasinense, 7. Tagalog, and 8. Waray. ( retrieved on June 21, 2023 at 2:36 PM).

To illustrate: Ibon in Kapangpangan is itlog (egg), whereas ibon is also interpreted as bird in other place of the Philippines.

Plain meaning rule. 

Our ruling in Benguet Corporation, et al. v. Cesar Cabildo,  G.R. No. 151402, August 22, 2008, citing Abad v. Goldloop Properties, Inc., 521 SCRA 131, 143-145 (2007),  is instructive:

The cardinal rule in the interpretation of contracts is embodied in the first paragraph of Article 1370 of the Civil Code:  “[i]f the terms  of  a contract are clear and leave no doubt upon the intention of the contracting parties, the literal meaning of its stipulations shall control.” This provision is akin to the “plain meaning rule”. 

The court will interpret the contract as a matter of law.
A court’s purpose in examining a contract is to interpret the intent of the contracting parties, as objectively manifested by them. The process of interpreting a contract requires the court to make a preliminary inquiry as to whether the contract before it is ambiguous. A contract provision is ambiguous if it is susceptible of two reasonable alternative interpretations. Where the written terms of the contract are not ambiguous and can only be read one way, the court will interpret the contract as a matter of law. (Cited in the case of Norton Resources and Development Corporation vs. All Asia Bank Corporation, G.R. No. 162523, November 25, 2009).

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