Contract Interpretation Guidleines

When your grievance involves the interpretation and/or application of one or more provisions of the contract, an understanding of the standards of contract interpretation that arbitrators generally use will be helpful in making your determination concerning the nature and validity of the grievance. Some of the factors affecting the way in which arbitrators interpret contracts are:

  • An arbitrator's primary goal is to determine and effectuate the mutual intent of the parties to the contract. In order to do that, arbitrators generally use the following sources:
    —The language of the contract. If the language is unambiguous the arbitrator will render his/her decision based on that language. If, however, the language is ambiguous and the arbitrator can't determine the mutual intent of the parties based on the language itself, he/she will then look to:
    —The bargaining history; and
    —The past practice to make his/her determination. (Keep in mind that past practice does not supercede clear and express contract language.)
  • Ambiguous language means that the parties to the contract failed to express their intent with the proper degree of clarity. Language is ambiguous if it's possible to make reasonable arguments on behalf of interpretations that conflict.
  • When seeking to determine the intent of the parties, arbitrators will interpret disputed language in the context of the entire contract; they will give the meaning to the language in dispute that renders it part of a "harmonious whole". In order to accomplish that end, arbitrators will favor the interpretation of a disputed provision that gives effect to other clauses and provisions, rather than interpreting disputed language in a manner that would render other clauses and provisions meaningless.
  • Arbitrators will reject interpretations of disputed language that produce "harsh and nonsensical" results.
  • Arbitrators will interpret language that specifies certain inclusions to exclude things not specifically listed.
  • Specific language will be enforced over general language.