Haviltex criterion

The contract forms the basis of an agreement. The parties lay down in the contract what each party's rights and obligations are. Thus, the contracting parties know what to expect from each other and how to proceed if something goes wrong. However, a completely watertight contract is difficult to achieve. This is because it is always possible for parties to interpret provisions differently and thus get into a dispute over the interpretation of the contract. The literal text (grammatical interpretation) of the contract then does not offer a sufficient solution. 

Haviltex Judgment: party intentions important

In 1981, the Supreme Court provided a solution to the foregoing problem in the Haviltex judgment. The interpretation of a contract was central to this judgment. In that context, the Supreme Court formulated the Haviltex criterion. This criterion means that the relations between contracting parties cannot be interpreted solely on the basis of a purely linguistic interpretation of the provisions of the contract. What is also important is the meaning that the parties, in the given circumstances, could reasonably attribute to the provisions and, based on this, could reasonably expect from each other. In short, the parties' intentions when concluding the contract are important for the interpretation of the contract. 

What can the parties mutually expect from each other? 

The circumstances of the case are important in answering the question of what the parties can expect from each other. First, the capacity of the parties is considered. Are they professional or private parties? How much knowledge do the parties have of the law? Are both parties working in the same industry? In addition, the formation of a stipulation plays a role. If there were extensive negotiations on how the provision should be worded, the provision will have to be interpreted using its literal text. In general, party intentions relevant to the interpretation of the agreement can be inferred from emails, letters and minutes prior to the conclusion of the agreement. In an agreement between two small parties with no legal knowledge, the parties quickly have to ‘Haviltex. 

CLA standard

Against the Haviltex standard, there is the so-called CLA standard. This standard is used in the interpretation of agreements, if the parties using them were not themselves parties to the formation of the contract. This is often the case with a Collective Bargaining Agreement (CLA): the employer and employee were usually both not parties to the formation. Therefore, the CLA standard often does look precisely at the literal text of the agreement.

Explanation of notarial deed

An intermediate form is found in the interpretation of a notarial deed, such as the division deed of a VvE. This involves looking at the text of the deed. It must be read in conjunction with the other provisions of the deed. Furthermore, the intention of the parties who drew up the deed may be considered, but only insofar as that intention is apparent from the deed itself. 

Conclusion

The Haviltex criterion has a great influence on contract law. By including the parties' expectations and intentions in the interpretation of a contract, parties' interests are protected. In practice, however, it remains tailor-made. Not every contract can be interpreted in accordance with the Haviltex criterion. Moreover, there is then also (and often: fortunately) room for discussion. Lexys Advocaten's contract lawyer can tell you more about how a specific agreement should be interpreted and which way(s) you can go with it. In addition, the lawyer contract law can drafting agreement which is such that discussion in the future is avoided as much as possible.