In this blog post, we will look at various criteria and examples of how legal acts should be interpreted when there is a discrepancy between the true intention of the person making the statement and the statement itself.
In civil law, a legal act is an act that produces legal effects with the expression of intent as an essential element, such as a will or contract. An expression of intent is an indication of intent to bring about a certain legal effect, and includes not only words and writing, but also actions such as nodding or raising a hand, as well as silence. In legal acts, there is no problem when there is no room for doubt that the true intention of the person expressing the intent and the expressed intent are clearly consistent. However, if the intention of the declarant is unclear, or if the recipient of the declaration interprets the declaration differently from the true intention of the declarant, it is necessary to interpret the legal act. The interpretation of legal acts determines the content of the legal act and plays an important role in determining the validity of the legal act.
The interpretation of legal acts must be reasonable and based on certain criteria. The criteria to be considered first are the purpose of the legal act and the circumstances at the time of the legal act. For example, understanding the background and circumstances in which the parties to a contract entered into the contract is important for grasping the true meaning of the contract. Furthermore, since the content of legal acts is generally based on customs in the relevant field, these customs can be used as a basis for interpretation. If the parties have not expressed their intention regarding customs or if their intention is unclear, customs shall be followed, but customs that violate mandatory provisions, which are norms that are enforceable regardless of the intention of the parties, shall not be recognized as valid. On the other hand, if there are no customs related to legal acts and the parties have not expressed any intention different from the optional provisions, the optional provisions may be used as a basis for interpreting legal acts. In addition, the principle of good faith, which requires that rights be exercised and obligations be performed in good faith, may also be used as a basis for interpreting legal acts.
Methods of interpreting legal acts include natural interpretation, normative interpretation, and supplementary interpretation. Natural interpretation is an interpretation that clarifies the true intention of the person who made the statement, and is an interpretation that clarifies the true intention of the person who made the statement by comprehensively considering all circumstances without being bound by the wording of the contract. In the case of a contract, even if there is an expression of intent that differs from the true intent of the declarant, if there is a consensus between the declarant and the recipient of the expression, it is considered that the original purpose of the expression has been achieved, and it is natural interpretation to determine the content of the legal act in accordance with the true intent of the declarant. In this case, the principle of “harmless misrepresentation” applies, meaning that expressions of intent that differ from the true intent do not harm the intent of the person making the expression. Furthermore, clarifying the meaning of a will based on the true intent of the testator also falls under natural interpretation.
Normative interpretation is an interpretation that seeks the objective meaning of an expression. This interpretation may be used to protect the recipient of the indication who has relied on the indication as it is. In normative interpretation, legal acts are not interpreted based solely on how the recipient of the indication actually understood the indication, but rather based on how a reasonable person who has given due consideration to all circumstances would have understood the indication. In a contract, if the recipient of the indication makes a claim that is consistent with the content of the contract but the maker of the indication makes a claim that differs from the content of the contract, and the recipient of the indication was unaware of the true intention of the maker of the indication, then recognizing the claim of the recipient of the indication is considered normative interpretation. However, if the recipient of the indication knew the true intention of the maker, or even if the recipient did not know the true intention of the maker but failed to do so through negligence, the interpretation recognizing the intention of the maker may be made. If the content of the legal act derived as a result of normative interpretation differs from the true intention of the maker, the legal interests of the maker may be infringed. In this case, the declarant may cancel the relevant expression of intent by proving that there was a mistake in the important expression of intent in the legal act, but the expression of intent due to the declarant’s gross negligence cannot be canceled.
Supplementary interpretation is considered after the establishment of a legal act is recognized in accordance with natural interpretation or normative interpretation, and it means supplementing a legal act with defects. Supplementary interpretation can be applied to all legal acts, but it is mainly used in contracts. When a situation that was not considered at the time of contract conclusion arises after the contract is concluded and causes a problem, interpreting the legal act by considering how the parties would have contracted if they had known about the situation at the time of contract conclusion can be considered supplementary interpretation. In this case, the situation that was not considered at the time of contract conclusion constitutes a defect in the legal act.
For example, Doctors A and B, who operate hospitals in different locations, entered into a contract to exchange their hospitals and moved their hospitals. Subsequently, B claimed that the exchange contract was invalid and expressed his intention to return to his previous hospital, while A requested confirmation of the validity of the exchange contract and requested that B be prohibited from opening a hospital in or near his previous hospital. In this case, the court ruled that the cause of the dispute was that Dr. A and Dr. B did not consider the possibility that the other party would immediately return to the hospital they had previously operated when they entered into the exchange agreement, and therefore did not make any agreement regarding this matter. The court also ruled that if one of the parties to the agreement immediately returned to their previous hospital, this would threaten the purpose of the entire agreement. Therefore, the court ruled that if the parties had expected the other party to return to the previous hospital within two to three years after the completion of the exchange contract, they would have agreed to prohibit the return during that period, and accepted Party A’s claim. In this case, the ruling can be seen as based on a supplementary interpretation.
Let us look at another example. If a welfare program not specified in a contract signed between a company and its employees is newly created after the contract is signed, a supplementary interpretation may be made on the assumption that the company and employees would have included it in the contract if they had known about it at the time of signing. For example, remote work was not considered at all at the time the contract was signed, but later, as the need for remote work arose, employees began to request remote work even though it was not included in the contract. In this case, the court may interpret that if the parties had anticipated the need for remote work at the time the contract was signed, they would have included it in the contract. Through this, supplementary interpretation plays an important role in reflecting changing social environments and new needs.
Therefore, the interpretation of legal acts should not be bound by mere wording, but should be reasonable and fair, reflecting the true intentions of the parties as much as possible. The interpretation of legal acts contributes to legal stability and predictability, while clarifying the rights and obligations of the parties and preventing and resolving legal disputes. In the process of interpreting legal acts, it is important for the parties to clarify their intentions and to be as clear and specific as possible when drafting documents such as contracts and wills. This will minimize disputes over the interpretation of legal acts and enable swift and fair resolution in the event of legal disputes.
