Short answer. It leans towards the reading that keeps the clause alive. The Civil Code says a stipulation open to several meanings is understood in the sense most adequate to render it effectual. Between an interpretation that makes the clause work and one that makes it useless, the working one wins.

What the law says

If some stipulation of any contract should admit of several meanings, it shall be understood as bearing that import which is most adequate to render it effectual.

Civil Code, Article 1373 — Interpretation Toward Effectiveness. Read the full provision →

The rule assumes people meant their words to do something

Article 1373 rests on a simple assumption about human behaviour: parties do not put clauses into contracts in order for them to mean nothing. So where a stipulation should admit of several meanings, the court does not toss a coin and it does not automatically pick the narrower reading. It picks the one most adequate to render it effectual. In practice that means a party arguing that a clause is too vague to enforce is arguing uphill. If the clause can sensibly be read in a way that gives it operation — a deadline that can be computed, an obligation that can be performed — the court will usually read it that way rather than treat the words as surplusage.

It only bites where there really are two meanings

The article is triggered by ambiguity, not by regret. Where the words are clear, there is nothing to interpret, and a party who simply dislikes the bargain cannot manufacture a second meaning to escape it. Ambiguity also has to be genuine and material — a typographical slip, an obvious mislabel, or a term the trade understands in only one way is not a clause that admits of several meanings. Courts look first at the words in their ordinary sense, read the contract as a whole so that clauses explain each other, and consider what the parties actually did after signing. Article 1373 comes in only when that exercise leaves two live readings standing.

Effective does not mean favourable to you

This is the point most readers get wrong. The article prefers the meaning that makes the clause work, not the meaning that makes you win. A penalty clause, a forfeiture, an escalation of price, an arbitration requirement — each can be upheld by this rule against the party who now wishes it had been drafted more loosely. Nor does the article rescue a stipulation that is contrary to law, morals or public policy, or one that no reading can make performable: effectiveness cannot be conjured out of a clause the law forbids. It also cannot supply a term the parties never agreed on at all; a court interprets contracts, it does not write them.

What this means for your dispute

If you are staring at a clause that could cut either way, resist the urge to send a message asserting your preferred reading and then act on it. Interpretation disputes are usually decided on the documents surrounding the contract — the drafts, the emails exchanged before signing, the invoices, the way both sides performed for the first year. Gather those before positions harden, and be careful about conduct that concedes the other side's reading. Where the contract was prepared entirely by one party on a printed form, other rules on interpretation may also come into play, and doubts can be resolved against the drafter. This is general information rather than advice on your document; a consultation can be booked with the firm.

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.