Do broad general words in a contract cover things the parties never discussed?

Why the law distrusts sweeping language

Contracts routinely contain catch-all phrases: "any and all claims", "all properties of whatever nature", "all obligations present and future". Read literally, such words would sweep in matters neither side ever considered — and one side would gain far more than it bargained for by the accident of a drafting habit. The Civil Code refuses that reading. However general the terms, they shall not be understood to comprehend things that are distinct and cases that are different from those upon which the parties intended to agree. Generality of words is not evidence of generality of intent. The measure is always what the parties meant to cover.

Where this rule bites in practice

The most common setting is a waiver or quitclaim. A document releasing "any and all claims" signed to settle one specific dispute is not automatically a surrender of unrelated claims the signer did not have in mind. The rule matters equally in guaranty and surety documents that purport to cover "all present and future obligations", in compromise agreements, in broad grants of authority under a power of attorney, and in assignments of "all rights". In each case the question is the same: was this particular matter within the subject the parties were actually dealing with, or is it a distinct thing being swept in after the fact?

What the rule does not do

This is a rule of interpretation, not an escape hatch. It does not let a party out of a clause simply because performance became inconvenient, or because he did not read what he signed, or because he now regrets the scope. Where the words are clear and the matter plainly falls within what the parties were transacting about, the terms control and there is nothing to interpret. Nor does the rule create ambiguity where none exists. It answers only one question — whether a genuinely distinct subject was intended to be included — and the burden of showing that a matter lay outside the parties' contemplation falls on the party asserting it.

How intent is actually proved

Intent is not established by testimony about private hopes. It is drawn from the document read as a whole, from the circumstances in which it was made, and from how the parties themselves behaved afterwards — what they demanded, paid, invoiced or tolerated. A recital naming the specific dispute being settled is powerful evidence of scope. So is a course of dealing inconsistent with the broad reading now urged. The practical lesson for drafting is the mirror image: if you genuinely want a clause to reach beyond the immediate transaction, say so specifically rather than relying on a catch-all, because generality alone will not carry it. Before signing or relying on a broad waiver, book a consultation with the document in hand.

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.

• Filipino Society of Composers and Publishers vs. Wolfpac Communications, Inc, G.R. No. 184661, February 25, 2025 — read the decision on LawPhil →
• V. Ong Lim Sing Jr. vs. FEB Leasing etc, G.R. No. 168115, June 8, 2007 — read the decision on LawPhil →

Related provisions

• Civil Code, Article 1372 — General Terms Limited