Short answer. No, not when the terms are truly clear. Article 1370 of the Civil Code states that if the terms of a contract are clear and leave no doubt about the intention of the parties, the literal meaning controls. A court cannot rewrite a clear contract under the guise of interpretation.
What the law says
If 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.
Civil Code, Article 1370 — Literal Meaning Controls; Intent Prevails. Read the full provision →
The primacy of plain language
Article 1370 starts from a simple and powerful rule: when the terms are clear, the literal meaning controls. This is the foundation of contractual certainty. If the words of a contract mean what they say and leave no room for doubt, neither a party nor a court may substitute a different meaning. The parties wrote what they meant; the law holds them to it. This rule protects the reasonable expectations of both sides and prevents post-contract manipulation of clearly agreed terms.
When the words diverge from evident intent
Article 1370 has a second sentence that applies to a different situation: if the words of the contract appear contrary to the evident intention of the parties, that intention prevails over the literal text. This is not an invitation to override clear language with a claimed secret intention. It applies when the written words, read honestly, are inconsistent with what both parties plainly meant — for example, a typographical error in a figure, or a clause whose literal reading would defeat the obvious commercial purpose of the agreement. Evident intention must be demonstrable from the contract as a whole, not just one party's after-the-fact preference.
The critical distinction: clear versus ambiguous
The outcome turns on whether the terms are genuinely clear. A term is clear when it has one reasonable interpretation and the parties' intention follows plainly from it. A term is ambiguous when reasonable people could read it differently, or when applying it literally leads to an absurd or manifestly unintended result. If your contract is in the former category, you are on firm ground: the literal text governs, no parol evidence or extrinsic interpretation is needed, and the other party cannot introduce outside evidence to argue for a different reading.
What to do if the other side is re-reading your contract
If someone is arguing that your clearly worded contract means something other than what it says, point them to Article 1370 directly. The burden is on the party seeking to go beyond the literal text to show either that the terms are not actually clear, or that the literal reading is so contrary to evident intent that the second sentence of Article 1370 applies. Neither is easy to establish when the contract is well-drafted. If you are in litigation over this question, a lawyer can help you frame the argument and gather any contractual or contextual evidence that supports the plain-language reading.
Cases citing this provision
These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.
- Metropolitan Bank & Trust Company vs. G & P Builders, Incorporated, Spouses Elpidio and Rose Violet Paras, Spouses Jesus and Ma. Consuelo Paras and Victoria Paras, G.R. No. 189509, November 23,2015 — read the decision on LawPhil →
- Enrique C. Abad, et al. vs. Goldloop Properties, Inc, G.R. No. 168108, April 13, 2007 — read the decision on LawPhil →
- Spouses Lourdes V. Rafael and Raul I. Rafael vs. Government Service Insurance System (GSIS), G.R. No. 252073, July 18, 2022 — read the decision on LawPhil →
- Carlos J. Valdes, Gabriel A.S. Valdes, Fatima Dela Conception and Asuncion V. Mercado, G.R. No. 208140, July 12, 2021 — read the decision on LawPhil →