What if there is a conflict of understanding or interpretation…?

According to the content of part 1 of Article 637 of the Civil Code of Ukraine, the interpretation of the terms of the contract is carried out in accordance with Article 213 of this Code. The analysis of the provisions of Article 213 of the Civil Code of Ukraine shows that the interpretation of the deed is the clarification of the content of a valid unilateral deed or contract (bilateral or multilateral deed), from the text of which it is impossible to establish the true will of the party (parties).

The third and fourth parts of Article 213 of the Civil Code of Ukraine define the general methods to be used in the interpretation, which are embodied in three levels of interpretation.

The first level of the interpretation is carried out with the help of the same meanings of words and concepts for the entire content of the deed, as well as the meanings of terms generally accepted in the relevant field of relations.

The second level of interpretation (if the content of the deed could not be interpreted using the first approach) is a comparison of different parts of the deed both with each other and with the content of the deed as a whole, as well as with the intentions of the parties that they expressed when committing the deed , as well as what they came from when performing it.

The third level of interpretation (when the first two are ineffective) is taking into account:

• purpose of the transaction,

• content of preliminary negotiations,

• the established practice of relations between the parties (if the parties were previously in legal relations with each other),

• customs of business turnover;

• further behavior of the parties;

• the text of the standard contract;

• other significant circumstances.

In the resolution of April 18, 2018, in case No. 753/11000/14-ts, the Joint Chamber of the Central Committee of the Supreme Court formulated a legal conclusion that in the event that the rules of interpretation determined by the Central Committee of Ukraine do not allow determining the actual content of the terms of the contract, it is necessary to apply interpretation contra proferentem ("the words of the contract must be interpreted against the person who wrote them").