Interpretation of Documents

Abstract

This article aims to study the concept of interpretation of documents under Section 10-14 of the Civil and Commercial Code, which are provisions under the general provision of interpretation of declaration of intention, namely Section 171 to consider the guideline as to how to interpret a juristic act which has a document as a proof, altogether the cases where (i) the true intention of the parties differs from each other or cannot be sought and (ii) the terms appearing in the documents are clear and reflect the intention of the parties. It also studies the cases where there is no document as proof of a juristic act. Moreover, it studies the problems regarding the texts of the provisions in order to seek the spirit of the law and the application of the law by courts. Furthermore, it compares similar provisions in foreign legal systems, namely, English law, French law, as well as international laws, model laws, and model rules, namely, the Common European Sales Law,the Principles of International Commercial Contracts, and the Draft Common Frame of Reference.

It has been found from the study that, according to relevant provisionsregarding the interpretation of documents under the Thai Civil and Commercial Code, it is unnecessary to interpret the document if the terms of the documents are clear, despite the fact that there are still ongoing debates regarding the foregoing issue. In the cases where the terms are unclear because the true intentions of the parties differ from each other or cannot be sought, it is necessary to consider the terms of the documents, which are evidence of the juristic act, to seek the intention of the parties by virtue of Section 171, which provides that the true intention is to be sought rather than the literal meaning of the words or expressions. However, if the true intent or mutual intent of the parties cannot be sought, Sections 10 to 14 will be taken into consideration. According to court’s decisions, there is a guideline of interpretation from the judgement where juristic acts have document as a proof, Besides the relevant provisions to consider, there are other principles that the court applies, namely, surrounding circumstances and interpretation as a whole.

In terms of the relevant principles regarding the interpretation of contracts in foreign laws, international laws, model laws and model rules, it has not yet been found explicit provisions dealing with the interpretation of documents, which is different from the case of Thai law. Nonetheless, it has been found from the study that the studied provisions of the interpretation of contract contain similar rules as Sections 10 to 14 of the Thai Civil and Commercial Code, which could be grouped into 4 categories, namely, (1) Terms to be given effect, (2) Interpretation against the supplier of term, (3) Linguistic discrepancies, and (4) Other relevant rules such as the amount of money is identified in figures or letters, considering surrounding circumstances, and interpreting the document as a whole.

The author has proposed 5 guidelines for the interpretation of documents, which are recommendations to apply and interpret existing provisions under Thai law and to make the concept of interpretation of documents clearer.