Intrinsic Evidence

Last class established that ambiguity puts the burden on the party urging the narrower meaning. This class asks the next question: when the dispute lives inside the writing, what tools does a court use to resolve it without going outside the four corners? The answer is intrinsic evidence — the words of the contract themselves — and the canons of construction that courts use to read those words. Courts start here because the writing is the best evidence of the parties’ shared intent at the moment they agreed.

Intrinsic evidence and the semantic canons

R2d § 202. A contract is read as a whole; where possible, all terms are given effect, and words are interpreted in light of the circumstances, course of performance, course of dealing, and trade usage. The starting move is the plain-meaning rule: words carry their ordinary meaning unless the contract defines them otherwise. When plain meaning runs out, courts reach for the semantic canons, all of which operate inside the writing:

• Noscitur a sociis — a word is known by its companions; a term in a series takes color from its neighbors.
• Ejusdem generis — a general catch-all following a list of specifics is limited to the class the specifics share (“pool hall, bar, or other objectionable business” reaches businesses like pool halls and bars, not a quiet coffee shop).
• Expressio unius est exclusio alterius — naming some things implies the exclusion of others not named.

R2d § 203 then ranks competing readings: a reasonable, lawful, effective interpretation is preferred over one that is not, and specific terms are given greater weight than general language. The policy canons sit on top of the semantic ones: contra proferentem construes a genuine ambiguity against the drafter, and courts prefer a reading that keeps the contract valid. The lesson worth carrying out the door is that canons are not algorithms — they collide, and choosing which one controls is itself an interpretive judgment.

Cases

In re Motors Liquidation Co. is the anchor. Old GM’s sale agreement had New GM assume liabilities for “accidents or incidents” first occurring on or after the closing date. A victim was injured in a pre-sale accident but died after the sale; her estate argued the post-sale death was a separate “incident.” The court applied noscitur a sociis — “incident” took its meaning from its companion “accident,” both naming the event, not its later consequences — and a canon against surplusage, and held the death was not a new “incident.” It matters because it shows multiple canons working together to harmonize a term entirely from within the writing.

What you should be able to do

Apply the plain-meaning rule to a contract excerpt and recognize when a court will look past ordinary meaning. Name and apply noscitur a sociis, ejusdem generis, and expressio unius to resolve an ambiguity from inside the four corners, and identify the class a catch-all term takes its meaning from. Deploy contra proferentem and the preference-for-validity canon to predict which side bears a drafting ambiguity. Next class steps outside the writing: extrinsic evidence and the UCC § 1-303 hierarchy.