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§ 332.Questions for court or jury, 17A Am. Jur. 2d Contracts § 332

17A Am. Jur. 2d Contracts § 332

American Jurisprudence, Second Edition

Database updated November 2014
Contracts

Laura Dietz, J.D., Rosemary Gregor, J.D., Alan Jacobs, J.D., Theresa
Leming, J.D., Jack Levin, J.D., Jeffrey Shampo, J.D., Lisa Zakolski, J.D.

IV. Construction and Effect

A. General Rules of Construction
1. In General

Topic Summary Correlation Table References

§ 332. Questions for court or jury

West's Key Number Digest

West's Key Number Digest, Contracts 143(1), (2), (4), 154

As a general rule, the construction of a contract is a question of law for the court. 1 The exception to that rule is that if the
language in a contract is ambiguous, evidence may be admitted as to the intent of the parties, and the determination of the parties'
intent is a question of fact. 2 If a court finds a contractual ambiguity, the rules of contract construction may be used to interpret
the disputed term, and the term's meaning is a question for the trier of fact. 3 However, in the absence of any relevant extrinsic
evidence or an anticipation that such will be available, resolution of any ambiguity in a written contract is to be determined by
the court as a matter of law. 4 Whether the language of a contract is ambiguous is a question of law for the court. 5

CUMULATIVE SUPPLEMENT

Cases:

Under Louisiana law, the interpretation of a contract and the determination of ambiguities are questions of law. Preston Law
Firm, L.L.C. v. Mariner Health Care Management Co., 622 F.3d 384 (5th Cir. 2010).

Under Missouri law, interpretation of a contract is a jury question only when court determines that contract is ambiguous and that
there exists a genuine factual dispute regarding intent of the parties. Weitz Co. v. MH Washington, 631 F.3d 510 (8th Cir. 2011).

Under Ohio law, interpretation of written instrument is, in first instance, a matter of law for court. In re Continental Capital
Inv. Services, Inc., 439 B.R. 111 (Bankr. N.D. Ohio 2010).

The general rule for contract interpretation is that if a contract is determined by the court to be ambiguous, then external evidence
may be admitted to explain the surrounding circumstances and the position and actions of the parties at the time of contracting,
and the ultimate interpretation then becomes a question for the finder of fact. Sobelsohn v. American Rental Management Co.,
926 A.2d 713 (D.C. 2007).

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§ 332.Questions for court or jury, 17A Am. Jur. 2d Contracts § 332

Generally, where the parties acknowledge creation of a contract and the disagreement concerns their varying understandings
about certain terms, such questions are properly submitted to a jury. St. Joe Corp. v. McIver, 875 So. 2d 375 (Fla. 2004).

If the ambiguity in a contract remains after applying the rules of construction, the issue of what the ambiguous language means
and what the parties intended must be resolved by a jury. Canton Plaza, Inc. v. Regions Bank, Inc., 315 Ga. App. 303, 732
S.E.2d 449 (2012).

The existence or nonexistence of an ambiguity in a contract is a question of law for the court. General Steel, Inc. v. Delta Bldg.
Systems, Inc., 297 Ga. App. 136, 676 S.E.2d 451 (2009), cert. denied, (Sept. 8, 2009).

If a court determines that an ambiguity exists in a contract, a jury question does not automatically arise, but rather the court
must first attempt to resolve the ambiguity by applying the statutory rules of construction. General Steel, Inc. v. Delta Bldg.
Systems, Inc., 297 Ga. App. 136, 676 S.E.2d 451 (2009), cert. denied, (Sept. 8, 2009).

The construction of contracts is a matter of law for the court. General Steel, Inc. v. Delta Bldg. Systems, Inc., 297 Ga. App.
136, 676 S.E.2d 451 (2009), cert. denied, (Sept. 8, 2009).

Interpreting an unambiguous contract and determining whether there has been a violation of that contract is an issue of law
subject to free review. Knipe Land Co. v. Robertson, 259 P.3d 595 (Idaho 2011).

When the language of a contract is ambiguous, its meaning must be determined by examining extrinsic evidence, and its
construction is a matter for the fact-finder. Trustcorp Mortg. Co. v. Metro Mortg. Co., Inc., 867 N.E.2d 203 (Ind. Ct. App. 2007).

If a contract is ambiguous or uncertain, its meaning is to be determined by extrinsic evidence and its construction is a matter
for the fact finder. S.C. Nestel, Inc. v. Future Const., Inc., 836 N.E.2d 445 (Ind. Ct. App. 2005).

If the contract is ambiguous or uncertain in its terms and if the meaning of the contract is to be determined by extrinsic evidence,
its construction is a matter for the trier of fact. Kelly v. Hamilton, 816 N.E.2d 1188 (Ind. Ct. App. 2004).

If a contract is ambiguous, its meaning must be determined by examining extrinsic evidence and its construction is a matter for
the fact-finder. Whitaker v. Brunner, 814 N.E.2d 288 (Ind. Ct. App. 2004), transfer denied, 831 N.E.2d 738 (Ind. 2005).

Whether an instrument is ambiguous is a matter of law, and review of questions of law is unlimited. Ponds ex rel. Poole v.
Hertz Corp., 158 P.3d 369 (Kan. Ct. App. 2007).

If the contract is ambiguous, the question of the meaning of its terms usually should be submitted to a jury. Trotter v. Federal
Ins. Co., 865 So. 2d 411 (Miss. Ct. App. 2004).

If ambiguous, the interpretation of the contract is for the jury. WMC, Inc. v. Weaver, 166 N.C. App. 352, 602 S.E.2d 706
(2004), review denied, 359 N.C. 197, 608 S.E.2d 330 (2004).

When the meaning of an ambiguous contract is in dispute, evidence of extrinsic facts is admissible, and construction of the
contract becomes a mixed question of law and fact and should be submitted to a jury under proper instructions. Stephenson v.
Oneok Resources Co., 2004 OK CIV APP 81, 99 P.3d 717 (Div. 3 2004), cert. denied, (Oct. 4, 2004).

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 Sheridan, Sarah 11/11/2014
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§ 332.Questions for court or jury, 17A Am. Jur. 2d Contracts § 332

Once the court decides that the language of a contract is ambiguous, evidence may be admitted to show the intent of the parties;
the determination of the parties' intent is then a question of fact for the jury. Ward v. West Oil Co., Inc., 379 S.C. 225, 665
S.E.2d 618 (Ct. App. 2008).

Whether a contract's language is ambiguous is a question of law. Ward v. West Oil Co., Inc., 379 S.C. 225, 665 S.E.2d 618
(Ct. App. 2008).

Absent disputed facts, courts determine the construction or legal effect of a contract as a matter of law. Pierce County v. State,
144 Wash. App. 783, 185 P.3d 594 (Div. 2 2008), as amended on denial of reconsideration, (July 15, 2008).

When contractual language is clear and unambiguous, the interpretation and construction of contracts is a matter of law for the
courts. Hunter v. Reece, 2011 WY 97, 253 P.3d 497 (Wyo. 2011).

When contractual language is clear and unambiguous, the interpretation and construction of contracts is a matter of law for the
courts. Thorkildsen v. Belden, 2011 WY 26, 247 P.3d 60 (Wyo. 2011).

[END OF SUPPLEMENT]

Footnotes
1 Maiz v. Virani, 253 F.3d 641, 57 Fed. R. Evid. Serv. 205 (11th Cir. 2001) (applying Georgia law); Elliott v. Darwin Neibaur Farms,
138 Idaho 774, 69 P.3d 1035 (2003), cert. denied, 124 S. Ct. 535 (U.S. 2003); American Deposit Ins. Co. v. Myles, 783 So. 2d 1282
(La. 2001); Aroostook Valley R. Co. v. Bangor & Aroostook R. Co., 455 A.2d 431 (Me. 1983); Langston v. Langston, 366 Md. 490,
784 A.2d 1086 (2001); Hawkins v. Smithson, 181 Mich. App. 649, 449 N.W.2d 676 (1989); Close v. Fisette, 146 N.H. 480, 776 A.2d
131 (2001); Minor v. Minor, 70 N.C. App. 76, 318 S.E.2d 865 (1984); Mann v. Wetter, 100 Or. App. 184, 785 P.2d 1064 (1990);
East Broadway Associates, Ltd. v. Dowell, 2002 WY 106, 49 P.3d 1004 (Wyo. 2002).
2 Klapp v. United Ins. Group Agency, Inc., 468 Mich. 459, 663 N.W.2d 447 (2003); Mann v. Wetter, 100 Or. App. 184, 785 P.2d
1064 (1990).
The interpretation of ambiguous terms in a contract is generally a question of fact. Nevets C.M., Inc. v. Nissho Iwai American Corp.,
726 F. Supp. 525 (D.N.J. 1989), judgment aff'd, 899 F.2d 1218 (3d Cir. 1990) and judgment aff'd, 899 F.2d 1218 (3d Cir. 1990).
If, after a court applies the rules of construction to an ambiguous contract, the ambiguity remains, the jury must resolve the ambiguity.
Maiz v. Virani, 253 F.3d 641, 57 Fed. R. Evid. Serv. 205 (11th Cir. 2001) (applying Georgia law).
3 Ferrill v. North American Hunting Retriever Ass'n, Inc., 173 Vt. 587, 795 A.2d 1208 (2002).
4 Schuler-Haas Elec. Co. v. Aetna Cas. & Sur. Co., 40 N.Y.2d 883, 389 N.Y.S.2d 348, 357 N.E.2d 1003 (1976).
5 Maiz v. Virani, 253 F.3d 641, 57 Fed. R. Evid. Serv. 205 (11th Cir. 2001) (applying Georgia law); Files v. Variety Wholesalers, Inc.,
554 So. 2d 1068 (Ala. Civ. App. 1989); Sun-Air Estates, Unit 1 v. Manzari, 137 Ariz. 130, 669 P.2d 108 (Ct. App. Div. 1 1983);
MPM Hawaiian, Inc. v. World Square, 4 Haw. App. 341, 666 P.2d 622, 36 U.C.C. Rep. Serv. 1543 (1983), rev'd, 66 Haw. 675,
1983 WL 190403 (1983); Lovey v. Regence BlueShield of Idaho, 139 Idaho 37, 72 P.3d 877 (2003); A.A. Conte, Inc. v. Campbell-
Lowrie-Lautermilch Corp., 132 Ill. App. 3d 325, 87 Ill. Dec. 429, 477 N.E.2d 30 (1st Dist. 1985); Vandever v. Junior College Dist. of
Metropolitan Kansas City, 708 S.W.2d 711, 32 Ed. Law Rep. 343 (Mo. Ct. App. W.D. 1986); Stockman Bank of Montana v. Potts,
2002 MT 178, 311 Mont. 12, 52 P.3d 920 (2002); Kass v. Kass, 91 N.Y.2d 554, 673 N.Y.S.2d 350, 696 N.E.2d 174 (1998); Corbett
v. Combined Communications Corp. of Oklahoma, Inc., 1982 OK 135, 654 P.2d 616 (Okla. 1982); Mann v. Wetter, 100 Or. App.
184, 785 P.2d 1064 (1990); Gulf & Basco Co. v. Buchanan, 707 S.W.2d 655 (Tex. App. Houston 1st Dist. 1986), writ refused n.r.e.,
(June 4, 1986); Hayes v. American Nat. Bank of Powell, 784 P.2d 599 (Wyo. 1989).

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