A "text that appears clear on its face can lead to interpretation when it becomes apparent that what is expressed does not reflect the true intention of the parties."
Writing a lease or any other contract, even written in clear and precise terms according to one party, may be ambiguous for the other party.
For example, a bookseller, after difficult negotiations, signs a long-term lease for a space in a shopping center. Invoking the exclusivity clause, the bookseller applies to the Court* to obtain an injunction prohibiting the landlord from renting space in another phase of the shopping center to one of their competitors. During the trial, the bookseller asks the court for "permission to provide evidence of the negotiations that led to the signing of the lease." The landlord, claiming the clarity of the exclusivity clause, objects and argues that "testimonial evidence is not admissible to contradict a written document and change its terms."
The Court rejects the landlord's claims, as a "text that appears clear on its face can give rise to interpretation when it appears that what is expressed does not reflect the true intention of the parties." Granting the landlord's request would have had the "effect of voiding the exclusivity clause of its meaning and leading to the absurd situation" where the bookseller would have to face a competitor inside the shopping center, despite the parties' intention at the time of signing the lease.
The court agrees with the bookseller and considers it reasonable to admit testimonial evidence regarding the course of the negotiations and the different texts exchanged between the parties. This exercise allows for the discovery of the parties' true intent and common intention during the negotiation of the exclusivity clause inserted in this lease.
It is important to remember that the role of the courts is not limited to interpreting what is clear, as what appears clear to one party is not always accurate for the other and may therefore require interpretation.
*C.A. 500-09-020609-103
