California Civil Jury Instructions (CACI)

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

Sources and Authority

  • Civil Code section 1641 provides: “The whole of a contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other.”
  • “[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].)
  • Contracts should be construed as a whole, with each clause lending meaning to the others. Contractual language should be interpreted in a manner that gives force and effect to every clause rather than to one that renders clauses nugatory, inoperative, or meaningless. (City of Atascadero v. Merrill Lynch, Pierce, Fenner & Smith (1998) 68 Cal.App.4th 445, 473 [80 Cal.Rptr.2d 329]; Titan Corp. v. Aetna Casualty and Surety Co. (1994) 22 Cal.App.4th 457, 473–474 [27 Cal.Rptr.2d 476].)

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 a Particular Construction of Contract, 21.19