California Civil Jury Instructions (CACI) (2017)

317. Interpretation—Construction of Contract as a Whole

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317.Interpretation—Construction of Contract as a Whole
In deciding what the words of a contract meant to the parties, you
should consider the whole contract, not just isolated parts. You should
use each part to help you interpret the others, so that all the parts make
sense when taken together.
New September 2003; Revised December 2014
Directions for Use
This instruction may be given with CACI No. 314, Interpretation—Disputed Words.
See the Directions for Use and Sources and Authority to that instruction for
discussion of when contract interpretation may be a proper jury role.
Sources and Authority
• Effect to Be Given to Every Part of Contract. Civil Code section 1641.
• “[T]he contract must be construed as a whole and the intention of the parties
must be ascertained from the consideration of the entire contract, not some
isolated portion.” (County of Marin v. Assessment Appeals Bd. of Marin County
(1976) 64 Cal.App.3d 319, 324–325 [134 Cal.Rptr. 349].)
• “Any contract must be construed as a whole, with the various individual
provisions interpreted together so as to give effect to all, if reasonably possible
or practicable.” (City of Atascadero v. Merrill Lynch, Pierce, Fenner & Smith
(1998) 68 Cal.App.4th 445, 473 [80 Cal.Rptr.2d 329].)
• “[W]e should interpret contractual language in a manner which gives force and
effect to every clause rather than to one which renders clauses nugatory.” (Titan
Corp. v. Aetna Casualty and Surety Co. (1994) 22 Cal.App.4th 457, 473–474
[27 Cal.Rptr.2d 476].)
• “Nor are we persuaded by [defendant]’s related claim that it was improper for
[plaintiff]’s counsel to tell the jurors, during closing argument, that in resolving
witness credibility issues they should consider the ‘big picture’ and not get lost
in the minutiae of the contractual language.” (City of Hope National Medical
Center v. Genentech, Inc. (2008) 43 Cal.4th 375, 394 [75 Cal.Rptr.3d 333, 181
P.3d 142].)
Secondary Sources
1 Witkin, Summary of California Law (10th ed. 2005) Contracts, §§ 746–747
13 California Forms of Pleading and Practice, Ch. 140, Contracts, § 140.32
(Matthew Bender)
27 California Legal Forms, Ch. 75, Formation of Contracts and Standard
Contractual Provisions, § 75.15 (Matthew Bender)
2 Matthew Bender Practice Guide: California Contract Litigation, Ch. 21, Asserting
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a Particular Construction of Contract, 21.19
CONTRACTS CACI No. 317
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