Contracts, Interpretation, Civil Cassation, Second Section, Judgment n. 27186 of 09/15/2022

With regard to the interpretation of contracts, the investigation into the common will of the contracting parties must be conducted along the lines of the literal meaning of the expressions used and the identification of the rationale of the contractual precept, outlined in Article 1362 of the Italian Civil Code.

In fact, this Court affirmed the principle (see Court of Cassation No. 25840 of 2014), which must be reiterated here, according to which said provision of the code requires the interpreter of the contract to reconstruct in the first place the will of the parties: to this must start from the contractual text, verifying whether this is consistent with the cause of the contract, the declared intentions of the parties, and the other parts of the text.

It is not simply a linear path that moves from the text to go back to the intention, but a circular path, which requires the interpreter to carry out the exegesis of the text; reconstruct the intention of the parties on the basis of it; verify whether the hypothesis of common intention reconstructed on the basis of the text is consistent with the remaining parts of the contract and with the conduct, including executive, of the contracting parties, so that it is not excluded that the proper meaning of the words must be investigated, imposing only to deny value al brocardo in claris non fit interpretatio (Cass. n. 24421 of 2015).

Source Supreme Court of Cassation