WA State Contracts & The Context Rule

What is the Context Rule and how is it applied in the state of Washington? Here’s my point of view (NOTE: please read our DISCLAIMER before proceeding).

OBJECTIVE MANIFESTATION THEORY OF CONRACTS (WA STATE)

Washington courts follow the objective manifestation theory of contracts, looking for the parties’ intent as objectively manifested rather than their unexpressed subjective intent.  See Renfro v. Kaur, 156 Wn.App. 655, 662, 235 P.3d 800, 802 (Div. 1 2010), rev denied, 170 Wn.2d 1006, 245 P.3d 227 (2010)(internal quotation marks omitted)(citation omitted). 

Further, the courts use the context rule of interpretation. Western Washington Corp. of Seventh-Day Adventists v. Ferrellgas, Inc., 102 Wn.App. 488, 495-96, 7 P.3d 861 (Div. 2 2000), rev. denied, 143 Wn.2d 1003, 21 P.3d 292 (Wash. 2001)(quotation marks and internal citations omitted). Thus, Washington courts determine intent not only from the actual language of the agreement, but also from viewing the contract as a whole, the subject matter and objective of the contract, all the circumstances surrounding the making of the contract, the subsequent acts and conduct of the parties to the contract, and the reasonableness of the respective interpretation advocated by the parties. Id. at 495 (quotation marks and internal citations omitted).

EXTRINSIC EVIDENCE

Accordingly, extrinsic evidence is admissible to aid in ascertaining the parties’ intent where the evidence gives meaning to words used in the contract. Renfro v. Kaur, 156 Wn.App. 655, 662, 235 P.3d 800, 802 (Div. 1 2010), rev denied, 170 Wn.2d 1006, 245 P.3d 227 (2010) (quotation marks and internal citations omitted).

However, extrinsic evidence may not be used (1) to establish a party’s unilateral or subjective intent as to the meaning of a contract word or term; (2) to show an intention independent of the instrument, or (3) to vary, contradict, or modify the written word.  Renfro v. Kaur, 156 Wn.App. 655, 661, 235 P.3d 800, 802 (Div. 1 2010), rev denied, 170 Wn.2d 1006, 245 P.3d 227 (2010)(quotation marks and internal citations omitted).

LEARN MORE

If you would like to learn more, then consider contacting an experienced Washington State Attorney as soon as possible to discuss your case. Please note: the information contained in this article is not offered as legal advice and will not form an attorney-client relationship with either this author or Williams Law Group, PS; please see our DISCLAIMER.

–gw