A Forensic Linguistic Approach To Contested Meaning In Contractual Disputes

The interpretation method for resolving contractual disputes as provided in Article 125 of the Contract Law of the People’s Republic of China(“Contract Law”)states that “If a dispute arises between the parties concerning the interpretation of a clause of the contract, they should determine the true intention of that clause by making reference to the words and sentences used in the contract, the relevant clauses of the contract, the objective of the contract, usage of a trade and the principle of good faith.” However, it does not explain clearly about how to make reference to the “the words and sentences used in the contract”, nor does it instruct us as to how to refer to them in order to arrive at the “the true intention of that clause”. Based on existing literal and liberal approaches — interpretation methods employed in legal hermeneutics, the present study seeks to work out a linguistic method of realizing the interpretation method as recommended in Article 125 of the Contract Law, so that it becomes more operational for the construction of disputed contracts and, ultimately,helps resolve contractual disputes arising from contested meanings more effectively.Once contractual disputes arising from linguistic indeterminacy occur, the contract bearing rights and obligations of the parties is both the accordance that the parties perform the contract and the most direct and objective court evidence. The language of contract is sometimes ambiguous or vague as to what content it communicates, and even when its language is clear, the content itself is sometimes indeterminate, which is very likely to lead to contested meanings. It is held that it is necessary to interpret the disputed clause of a contract from both the legal and the linguistic perspectives.Interpretation of a contract involves ascertaining the meaning of the words used by the contracting parties and determining the legal effect of those words. Literal and liberal interpretation methods in legal hermeneutics will be used combined with semantic analysis and pragmatic analysis. If the literal meaning of the contract is clear,then the court must follow that meaning and there is no room left for liberal interpretation. Where there is ambiguity or uncertainty as to the meaning of the contract, it must be analyzed to determine the legal meaning of its terms. This could be a linguistic enrichment to legal methods for contract interpretation.Hopefully, this thesis, as a new attempt, could contribute to the interdisciplinary cooperation as well as further development between linguistics and contractual disputes.