Short answer. Not always. Where the terms are clear and leave no doubt about what the parties intended, the literal meaning controls. But where the words appear contrary to the evident intention of the parties, the Civil Code says that intention prevails over the wording, and a court will give effect to it.

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. If the words appear to be contrary to the evident intention of the parties, the latter shall prevail over the former.

Civil Code, Article 1370 — Literal Meaning Controls; Intent Prevails. Read the full provision →

A two-step rule in a single article

Article 1370 of the Civil Code sets out both halves of the answer. First, 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. Second, If the words appear to be contrary to the evident intention of the parties, the latter shall prevail over the former. The order is important. A court does not begin by asking what each side hoped for; it begins with the document. Only when the text fails — because it is unclear, or because it plainly clashes with what the parties evidently meant — does intention take over.

Clarity is a demanding standard

The first sentence applies only where the terms leave no doubt. That is a higher bar than a clause simply reading well to the party it favours. Words used inconsistently across the document, a definition that contradicts an operative clause, figures that cannot be reconciled, or an obligation with no stated time or measure can all put the meaning in doubt. Where doubt exists, the literal reading loses its automatic priority and the agreement is construed as a whole, with each stipulation read in the light of the others so that the contract is given the effect the parties can be seen to have wanted.

How evident intention is shown

Evident intention is not private intention. It has to be apparent from the dealings themselves, so what counts is objective material: the acts of the parties before, during and after signing, how they actually performed, the drafts and correspondence, the payments made and accepted, and the plain purpose the arrangement was meant to serve. A party asserting that the words misstate the deal carries the burden of proving it, and a document signed after full negotiation is not easily displaced by later recollection. Note also that the rules on presenting evidence about a written agreement have their own limits in litigation.

What this article will not do for you

The rule corrects wording that betrays the agreement; it does not rescue a bargain you regret. A clause that is harsh, one-sided or improvident is still enforceable if it says what both sides meant it to say. The article does not authorise a court to supply terms the parties never agreed on, to rewrite a price, or to read in an obligation because it would be fairer. And it does not fix a document that fails to record the real agreement — that is the separate remedy of reformation, which has its own requirements and time limits. Read your contract carefully before signing; correcting it afterwards is far harder.

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.

Related provisions

Note. Statute text quoted on this page is reproduced from the official enactment and is linked to the full provision. The explanation around it is general legal information from Vivas & Nobles Law Office, not legal advice. Whether it applies to your situation depends on facts only a lawyer reviewing them can assess.