1635. All contracts, whether public or private, are to be

interpreted by the same rules, except as otherwise provided by this

Code.

1636. A contract must be so interpreted as to give effect to the

mutual intention of the parties as it existed at the time of

contracting, so far as the same is ascertainable and lawful.

1637. For the purpose of ascertaining the intention of the parties

to a contract, if otherwise doubtful, the rules given in this Chapter

are to be applied.

1638. The language of a contract is to govern its interpretation,

if the language is clear and explicit, and does not involve an

absurdity.

1639. When a contract is reduced to writing, the intention of the

parties is to be ascertained from the writing alone, if possible;

subject, however, to the other provisions of this Title.

1640. When, through fraud, mistake, or accident, a written contract

fails to express the real intention of the parties, such intention

is to be regarded, and the erroneous parts of the writing

disregarded.

1641. 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.

1642. Several contracts relating to the same matters, between the

same parties, and made as parts of substantially one transaction, are

to be taken together.

1643. A contract must receive such an interpretation as will make

it lawful, operative, definite, reasonable, and capable of being

carried into effect, if it can be done without violating the

intention of the parties.

1644. The words of a contract are to be understood in their

ordinary and popular sense, rather than according to their strict

legal meaning; unless used by the parties in a technical sense, or

unless a special meaning is given to them by usage, in which case the

latter must be followed.

1645. Technical words are to be interpreted as usually understood

by persons in the profession or business to which they relate, unless

clearly used in a different sense.

1646. A contract is to be interpreted according to the law and

usage of the place where it is to be performed; or, if it does not

indicate a place of performance, according to the law and usage of

the place where it is made.

1647. A contract may be explained by reference to the circumstances

under which it was made, and the matter to which it relates.

1648. However broad may be the terms of a contract, it extends only

to those things concerning which it appears that the parties

intended to contract.

1649. If the terms of a promise are in any respect ambiguous or

uncertain, it must be interpreted in the sense in which the promisor

believed, at the time of making it, that the promisee understood it.

1650. Particular clauses of a contract are subordinate to its

general intent.

1651. Where a contract is partly written and partly printed, or

where part of it is written or printed under the special directions

of the parties, and with a special view to their intention, and the

remainder is copied from a form originally prepared without special

reference to the particular parties and the particular contract in

question, the written parts control the printed parts, and the parts

which are purely original control those which are copied from a form.

And if the two are absolutely repugnant, the latter must be so far

disregarded.

1652. Repugnancy in a contract must be reconciled, if possible, by

such an interpretation as will give some effect to the repugnant

clauses, subordinate to the general intent and purpose of the whole

contract.

 

 

1653. Words in a contract which are wholly inconsistent with its

nature, or with the main intention of the parties, are to be

rejected.

1654. In cases of uncertainty not removed by the preceding rules,

the language of a contract should be interpreted most strongly

against the party who caused the uncertainty to exist.

1655. Stipulations which are necessary to make a contract

reasonable, or conformable to usage, are implied, in respect to

matters concerning which the contract manifests no contrary

intention.

1656. All things that in law or usage are considered as incidental

to a contract, or as necessary to carry it into effect, are implied

therefrom, unless some of them are expressly mentioned therein, when

all other things of the same class are deemed to be excluded.