Evolving Business and Social Norms and Interpretation Rules: The Need for a Dynamic Approach to Contract Disputes

Abstract

Rapid societal and technological changes - such as the rise in electronic commerce, increasing diversity and globalization - create contract interpretation issues that require a dynamic approach. While many modern contractual disputes arise from a confluence of factors, contract doctrine has tended to adopt a unitary approach to problems with an emphasis on interpretation of words. This article argues that non-intuitive interpretation rules work to the disadvantage of language and cultural minorities and should only be used if their purpose is to determine the intent of the parties or to uphold a policy or legislative objective. A dynamic approach is best suited to address evolving social norms and needs. This article proposes a dynamic approach to contract interpretation which shifts focus away from the meaning of written words to a determination of the intent of the parties.