California Jury Instruction CACI 317 Interpretation—Construction of Contract as a Whole

317. Interpretation—Construction of Contract as a Whole

In deciding what the words of a contract meant to the parties, you should consider the whole contract, not just isolated parts. You should use each part to help you interpret the others, so that all the parts make sense when taken together.

New September 2003; Revised December 2014


Directions for Use

This instruction may be given with CACI No. 314, Interpretation—Disputed Words. See the Directions for Use and Sources and Authority to that instruction for discussion of when contract interpretation may be a proper jury role.

Sources and Authority

  • Effect to Be Given to Every Part of Contract. Civil Code section 1641.
  • “[T]he contract must be construed as a whole and the intention of the parties must be ascertained from the consideration of the entire contract, not some isolated portion.” (County of Marin v. Assessment Appeals Bd. of Marin County (1976) 64 Cal.App.3d 319, 324-325 [134 Cal.Rptr. 349].)
  • “Any contract must be construed as a whole, with the various individual provisions interpreted together so as to give effect to all, if reasonably possible or practicable.” (City of Atascadero v. Merrill Lynch, Pierce, Fenner & Smith (1998) 68 Cal.App.4th 445, 473 [80 Cal.Rptr.2d 329].)
  • “[W]e should interpret contractual language in a manner which gives force and effect to every clause rather than to one which renders clauses nugatory.” (Titan Corp. v. Aetna Casualty and Surety Co. (1994) 22 Cal.App.4th 457, 473-474 [27 Cal.Rptr.2d 476].)
  • “Nor are we persuaded by [defendant]’s related claim that it was improper for [plaintiff]’s counsel to tell the jurors, during closing argument, that in resolving witness credibility issues they should consider the ‘big picture’ and not get lost in the minutiae of the contractual language.” (City of Hope National Medical Center v. Genentech, Inc. (2008) 43 Cal.4th 375, 394 [75 Cal.Rptr.3d 333, 181 P.3d 142].)

Secondary Sources

1 Witkin, Summary of California Law (11th ed. 2017) Contracts, §§ 769-770

13 California Forms of Pleading and Practice, Ch. 140, Contracts, § 140.32 (Matthew Bender)

27 California Legal Forms, Ch. 75, Formation of Contracts and Standard Contractual Provisions, § 75.15 (Matthew Bender)

2 Matthew Bender Practice Guide: California Contract Litigation, Ch. 21, Asserting a Particular Construction of Contract, 21.19


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