1. INTRODUCTION
With industrialization, we had a great urban concentration and great social inequalities, creating a mass society, where it became very difficult to maintain individualized negotiations of contracts, causing the terms to be predetermined by the economically and socially stronger parties, so that it is only up to the recipient to accept or refuse, disappearing the dialogue (ASCENSÃO, 2003).
The idea of absolute freedom of contracts gradually disappeared, causing principles such as autonomy of will, obligation of contracts and contractual freedom to have to be harmonized with new principles, such as objective good faith (LUPION, 2014, p. 407).
In this sense, rules of interpretation are guidelines for resolving conflicts arising from contracts, especially those arising from a lack of equality between the parties. Thus, legal hermeneutics consists of the scientific theory of interpretation, aiming at the application and integration of law, submitting facts through the complex activity that correlates factual, normative, and evaluative aspects (AMARAL, 2016, p. 1).
Amaral (2016) warns that interpretation must follow a systematic logic for law to meet social needs. Therefore, hermeneutics, in addition to observing the technique of syllogism, must also consider the purpose for which it was created, with the aim of developing reasoning focused on justice. Interpretation refers to the application of statements already established by the science of hermeneutics to a specific case. Interpretation involves discovering the meaning of a given legal norm by applying it to a specific case (SOUZA, 2016, p. 3).
Souza (2016) teaches that the ambiguity of the text, poor writing, imperfection, vagueness, lack of technical terminology, force the legal operator, at all times, to interpret the legal norm seeking to find its real meaning, before applying it to the case under discussion.
It is within this context that the Economic Freedom Law (Law 13,874/2019) introduces art. 113, paragraph 1, item IV into the 2002 Civil Code, which establishes that any interpretative doubt regarding a given clause must be resolved to the detriment of whoever drafted it in all contracts under the Brazilian legal system.
Before Law 13,874/2019 came into effect, interpretation against the predisposing party was provided for in the Civil Code and the Consumer Protection Code only in cases involving interpretative doubts in adhesion contracts. In addition, this article aims to discuss and reflect on the application of interpretation against the predisposing party or interpretatio contra proferentem within the scope of contracts.
2. INITIAL CONSIDERATIONS
2.1. CONCEPTS
The interpretation against the predisposing party (contra proferetem) consists of the idea that a poorly drafted, ambiguous or abusive contractual clause should be interpreted to the detriment of the party that drafted it.
In other words, this interpretation rule against the predisposing party is expressed through the premise that the contract will be interpreted against the person who drafted the points that generate divergence or contractual imbalance between the parties (ALBUQUERQUE, 2019; PETRUCCI, 2018). This is an interpretative privilege against the predisposing party in contracts, consisting of a fundamental contractual hermeneutical canon. (ALBUQUERQUE, 2019; PETRUCCI, 2018)
At this point, the aforementioned hermeneutical basis poses the risk of ambiguity, lack of clarity and warning, on the part of the drafter, who could have avoided the controversy, safeguarding the other party from hidden contractual traps that are not of their authorship (FLYNN, 1980, p. 381, our translation)
Its application derives from the principle of Objective Good Faith present in arts. 113 and 422 of the Civil Code, which assumes three main functions: the restrictive or control function; the creation of duties attached to the main service; and the interpretative function (NASCIMENTO, 2017, p. 11). The interpretative function of contracts ensures that contracts and their clauses are interpreted in harmony with the common objectives sought by the parties during the conclusion of the contract, as provided for in art. 113 (NASCIMENTO, 2017, p. 11).
In turn, the restrictive function creates limits on the exercise of the parties' rights, ensuring that such exercise does not manifest itself in an abusive or contradictory manner to good faith, good customs or its economic purpose, according to art. 187 of the Civil Code (NASCIMENTO, 2017, p. 11). Finally, the function of creating duties in the pre-negotiation, negotiation and post-negotiation phases aims to encourage cooperation between the contracting parties at all times of the legal relationship, imposing duties such as loyalty, protection, care, clarification and information (NASCIMENTO, 2017, p. 11).
With the enactment of the Consumer Protection Code on September 11, 1990, public order regulations were enacted establishing interpretative and regulatory parameters for consumer relations. As a result of this legal concern, we have a list of articles addressing abusive clauses, such as those listed in Article 51; the interpretatio contra proferentem principle contained in Article 47; and the right to clear contract information set forth in Article 46, among others (CAPELOTTI, 2009, p. 4).
It is important to highlight that the aforementioned art. 51, section IV, establishes the nullity of unjust, abusive obligations, which place the consumer at an exaggerated disadvantage, or which are incompatible with good faith or equity, mainly regarding adhesion contracts, which also underpins the application of the interpretation against contractual predisposition.
With the Civil Code of January 10, 2002, we had the introduction of art. 423 which determines that when there are ambiguous or contradictory clauses in the adhesion contract, the interpretation most favorable to the adherent must be adopted.
Orlando Gomes (1995) teaches that what characterizes a contract of adhesion is that the person to whom the contract is proposed cannot avoid entering into it because they need to satisfy an interest that could not otherwise be met. In this sense, a person who needs to travel will likely submit to the conditions stipulated by the carrier, as they have no other option. These circumstances influence the interpretation of its clauses.
Capelotti (2009) teaches that there is a close correlation between mass contracts and abusive clauses, since they result from reduced power to discuss contractual terms, based on the economic dominance of one party over the other, defining a favorable field for undue advantages, hence the importance of regulation and supervision by the State.
In cases that refer to the adhesion contract, we have the contractual formation in accordance with the will of only one of the parties to the legal transaction, with no collaboration in the construction of the agreed agreement.
With regard to the predisposition element, it is not necessary for the clauses to have been previously fixed in writing, it is only important that they have been drawn up preconceived in advance, taking as a reference the moment of commencement of the contractual negotiation phase (MOTA, 2016, p. 3)
2.2. HISTORY
Initially, the primary requirement was based on the unilateral formulation by one of the contracting parties, where collaboration between the parties was replaced by prior formulation by just one of the parties, to form, in part or in full, the future regulations (MOTA, 2016, p. 3).
Flynn (1980) teaches that another relevant aspect of the interpretative rule against the predisposing party in contracts is that it is an efficient mechanism that balances and reconciles unilaterally established agreements, especially those relating to adhesion contracts, to the detriment of the stronger party in the relationship.
Mota (2016) explains that this principle was initially used in Roman law to delimit risk in lease and purchase and sale agreements. With Christianity, it became widespread, creating a link with the principle of good faith. It became an indirect content control tool, capable of resolving problems in mass contracting not covered by the explicit abusive clauses.
Petrucci (2018) states that the historical origin of this hermeneutic instrument comes from Rome, where Emílio Papiniano, a Roman jurist, wrote in the 2nd century BC, the so-called veteres, which established that ambiguous and obscure pacts would harm the seller or lessor, as their power resulted in the burden of writing the contract clearly.
In this regard, the Napoleonic Code of 1804 brought nine articles agreeing and systematizing rules for interpreting contracts. Among them, art. 1,162 determined that in case of doubt, the contract should be interpreted against the stipulator and in favor of the person who had contracted (PETRUCCI, 2018, p. 297).
Petrucci (2018) also states that in 2016, the French legal system maintained this provision in its article 1,190, better explaining the scope of its application, distinguishing adhesion contracts from contracts between equal parties.
Lupi (2019) adds that the solution adopted by current French legislation, in art. 1190, was to apply the contra proferentem rule only in adhesion contracts. In negotiated contracts, the interpretation in favor of the debtor prevails (LUPI, 2019, p. 341).
Therefore, Germany did not explicitly adopt the criterion of interpretation against the predisposing party in contracts, its existence being extracted from §157 of the Civil Code, which determines that the contract must be interpreted based on the individual situations of the case and good faith between the parties (PETRUCCI, 2018, p. 298).
From the 14th and 15th centuries onwards, many rules originating from Roman law influenced English common law, including contra proferentem (PETRUCCI, 2018, p. 298).
Within the scope of United States law, Flynn (1980) teaches that the rule of against stipulatorem, however, is not applied by the courts simply because an interpretative problem is found in the contractual language.
The rule of interpretation against predisposing is only used secondarily, when the meaning of the contract language – and therefore the intention of the parties – is still in doubt after the court has considered the entire common process of interpretation, including all existing usage, general, local, technical, customary, and commercial, as well as duly weighing all relevant circumstances and communications between the parties (FLYN, 1980, p. 380).
2.3. RULES FOR INTERPRETATION AGAINST PREDISPOSING IN PARITARIAN CONTRACTUAL RELATIONS
The application of the interpretation unfavorable to the predisposing party did not apply to equal contracts, since, as a general rule, we have equal conditions between the contractual parties.
Article 421-A of the Civil Code establishes that civil and business contracts are presumed to be equal and symmetrical until the presence of concrete elements that justify the departure from this presumption, and the negotiating parties may establish objective parameters for the interpretation of negotiating clauses and their assumptions of review and resolution.
Law No. 13,874 of September 20, 2019, the so-called Economic Freedom Law, established the Declaration of Economic Freedom Rights, seeking to establish standards for the protection of free enterprise and the free exercise of economic activity.
In this sense, it introduces into the Civil Code art. 113, paragraph 1, item IV, which establishes that the interpretation of the legal transaction must be attributed in the sense that is most beneficial to the party that did not draft the provision, if identifiable, applying to all contracts in the legal system, including business contracts.
Furthermore, it is worth mentioning the explanatory memorandum of Provisional Measure 881/2019, which was later converted into Law No. 13,874/2019, by including this provision in the Civil Code. Let us see:
16. To expand legal certainty in private relations, the "contra proferentem" rule is explicitly inserted, covering the interpretation of all contracts, previously limited—explicitly—to adhesion contracts. This rule stipulates that any doubt regarding the interpretation of a contract benefits the party that did not draft the disputed clause. This derives, according to comparative doctrine in continental civil law, from the principle that no one shall benefit from their own wrongdoing—a rule already part of the Brazilian legal system, as per the research contained in the Technical Notes. This logic supports the idea that whoever drafts a clause should not benefit from having done so in a dubious manner, seeking to eliminate perverse incentives, as assured by the modern doctrine of economic analysis of Law. This provision also emphasizes the role of lawyers, as provided for in Article 133 of the Constitution, in the modern and sophisticated processes of drafting private contracts. This measure will direct more efforts toward avoiding conflicts, resulting in fewer disputes, significantly reducing the costs such conflicts impose on the Judiciary and the country as a whole.
As seen previously, before the entry into force of Law 13,874/2019, the interpretation against the predisposing party was provided for in the Civil Code only in cases relating to interpretative doubts in adhesion contracts.
The Commercial Code of 1850 stipulated a series of hermeneutical rules within the scope of commercial contracts in its art. 131 and subsections, such as the predominance of the will of the parties; good faith, harmony of contractual provisions and behavior of the contracting parties, among others (ALBUQUERQUE, 2019, p. 1). However, with the Civil Code of 2002, this rule was revoked, being replaced by simpler and largely insufficient rules (ALBUQUERQUE, 2019, p. 1).
Furthermore, by partially repealing the 1950 Commercial Code, the 2002 Civil Code assumes the unification of the law of obligations, replacing the theory of commercial acts with the theory of the company, causing the doctrine to distinguish contracts signed between businesspeople from civil and consumer contracts (TAVARES, 2017, p. 11). Albuquerque (2019) teaches that Law 13.874/2019 reestablishes and revitalizes the former art. 131 of the Commercial Code, including paragraphs 1, 2 and items in art. 113 in the 2002 Civil Code.
This is an innovative point, since in some negotiations it can be very difficult to establish who inserted a particular word or stipulated the final wording (VENOSA, RUAS, 2019). In complex contracts, the parties involved make numerous adjustments, including and excluding various terms, making identifying the authorship of a given term an arduous task (VENOSA, RUAS, 2019).
Venosa and Ruas (2019) highlight that regardless of the legal transaction, if the party that wrote the obscure or ambiguous term is identified, the party cannot benefit from its torpor.
Another relevant aspect brought by Law 13.874/2019 is art. 421-A, item I, which guarantees that the negotiating parties may establish objective parameters for the interpretation of negotiation clauses and their assumptions of review or resolution, further fostering the relationship of trust between the parties in the legal transaction, providing mechanisms for resolving conflicts expressed in the contract.
According to Corrêa (2019), the introduction of the regulation of against proferentem This was a major innovation in Brazilian contract law, as it is a point that would be difficult to regulate by the parties contractually.
In this way, the interpretation against the predisposing party will no longer be restricted to adhesion contracts, applying to all legal transactions, including those in which the parties are in an equal position, since within the scope of Consumer Law we have a relative presumption of consumer vulnerability.
Interpretative criteria such as this encourage good faith between the parties, with a legal relationship based on trust and loyalty, punishing those who go against the proper functioning of the legal system, seeking to profit from the ambiguity, obscurity and imprecision they have caused.
With the changes introduced by the Economic Freedom Act, during contract negotiations, it will be crucial to record the changes, including which parts or sections of the clauses each party drafted. This will be crucial for resolving any potential disputes in the near future.
Another relevant aspect to be highlighted is the possibility for the parties to establish hermeneutic criteria to fill gaps and integrate legal transactions, in order to provide tools and instruments for resolving contractual disputes.
2.4. JUDGMENTS ON THE SUBJECT
In this regard, considering the recent insertion of section IV of art. 113 of the Civil Code, it is worth mentioning some judicial decisions on the subject. Let us consider the decision of the 1st Business Law Chamber, in case 1094279-25.2018.8.26.0100:
Appeal. Business Law. Franchising. Contract termination due to the franchisee's fault. Dispute limited to the imposition of damages set at R$ 10,000.00, based on fault. Ambiguous penalty clause. "Ambiguitas contra stipulatorem est." "Interpretatio contra proferentem." In a conflict between two clauses, the contradiction harms the grantor, not the grantee. The interpretation of the contractual instrument must favor the party that did not draft the instrument. Franchise agreement classified as a "contract by adhesion" and not a "contract of adhesion." Understanding of art. 113, IV, of the Civil Code. Franchisee ordered to pay overdue monetary obligations regarding royalties and advertising funds. Cumulation of damages with a penalty clause of a compensatory nature implies unjust enrichment. Judgment upheld. Appeal dismissed (TJ-SP – AC: 10942792520188260100 SP 1094279-25.2018.8.26.0100, Rapporteur: Pereira Calças, Judgment Date: 05/19/2020, 1st Business Law Chamber, Publication Date: 05/19/2020)
In the present case, the penalty clause, as imprecisely written, was composed of three phases: the first establishing a generic penalty for breach of contract; the second providing a specific penalty for failure to comply with the obligation of exclusivity of suppliers; and the third setting an amount for losses and damages.
The clause in question did not make it entirely clear what the circumstances in which the contractual penalty would apply for breach of obligation were. Therefore, the trial court ruled that the most appropriate interpretation in this case would be that the aforementioned provision refers to the event of non-compliance with the exclusivity obligation of suppliers approved by the franchisor, and that the penalty should not be granted for any breach of contract, as the franchisor requested.
On appeal, the 1st Business Law Chamber of the São Paulo Court of Justice concluded that the wording of the penalty clause in the franchise agreement raised several doubts regarding its application. In light of this question regarding the interpretation of the contractual instrument, the interpretation most beneficial to the party that did not draft the provision was applied, pursuant to Article 113, Section IV, of the Civil Code.
The collegiate body also applied the hermeneutic criterion provided for in item V of art. 113 of the Civil Code, evaluating the provision through the criterion of what would be reasonable for negotiation between the parties on the issue discussed, inferred from the other provisions of the business and the economic rationality of the parties, considering the information available at the time of its execution.
Thus, the Court found that the interpretative criteria listed converge in the sense that the penalty clause should apply only in cases of noncompliance with the exclusivity obligation, which did not occur in this specific case. In this regard, it is worth highlighting some of the reasoning used by the judges in resolving the case in question. Let us consider:
It should be emphasized that the contractual relationship "sub judice" is not of a consumerist nature, but rather of an inter-company nature. It should be noted, however, that the interpretation favorable to the franchisee derives from a rule that, in an innovative form, is currently expressly provided for in art. 113, IV, of the Civil Code, according to a recent amendment promoted by Parliament, which merely inserts into the Royal Code one of the oldest rules of contractual hermeneutics, originating from the Greco-Roman system (TJ-SP – AC: 10942792520188260100 SP 1094279-25.2018.8.26.0100, Rapporteur: Pereira Calças, Judgment Date: 05/19/2020, 1st Reserved Chamber for Business Law, Publication Date: 05/19/2020)
In a different case, the 1st Federal Court of São Carlos also understood the application of the rule of art. 113, IV, applying the contractual hermeneutics unfavorable to the party that drafted the terms of the agreement.
It is admitted that the wording of the addendum is ambiguous and that, perhaps, the lawyer was right, that the 20% "of what he may receive" (the plaintiff) refers to the entire economic benefit. However, considering that the opportunity for the addendum arose from the granting of the preliminary injunction, it is plausible that the economic benefit obtained at that time was remunerated by the installments already payable at that time. In any case, however ambiguous the fee agreement may be, there is no difficulty in identifying the lawyer as the intellectual author of the addendum (either, again, due to the opportunity for the granting of the preliminary injunction or because it is unusual for fees to be added at the client's initiative), in which case the ambiguity should be resolved in favor of the one who did not draft the agreement, that is, the client. After all, even though it does not express the law in force at the time (Civil Code, art. 113, § 1º, IV, included by Law No. 13.874/19), it is a guideline for contractual interpretation (interpretatio contra proferentem) implicit in the general good faith clause. I deny the request for ID 26928966 and consider the informed assignment effective. (JFSP. 5001033-73.2018.4.03.6115. Federal Judge Luciano Pedrotti Coradini. DJ: 03/19/2020. JusBrasil, 2020. Available at: . Accessed on: August 3, 2020)
In this lawsuit, the lawyer claimed to be entitled to payment of 20% of all economic benefits of his client, now the plaintiff in the case, including the amount received as a preliminary injunction.
Analyzing the records, the judge found that the contractual addendum for attorney's fees that provided for the payment of 20% of all economic benefit, occurred after the payment of the amount received in advance protection, not making it clear whether the referred amount would be included in the amount established.
Since the wording was imprecise, referring only to amounts receivable at the end of the proceedings, the judge ruled that the interpretation applied unfavorably to the contractual party, which in this case refers to the lawyer. Therefore, it was understood that the 20% percentage of attorney's fees did not apply to the amount received in preliminary injunction.
Federal Judge Luciano Pedrotti Coradini highlighted in his decision that although the time of formation of the contract between the parties is not expressed in the current law, since art.113, item IV, of the Civil Code was only inserted in 2019 by Law 13,874, it is a fundamental hermeneutical principle, implicit in the principle and general clause of good faith.
3. FINAL CONSIDERATIONS
The counter-predisposing interpretation has been a beacon, a guide for jurists in resolving conflicts since the 2nd century BC. Its precepts have persisted over time, influencing legal relations throughout the international sphere.
Interpretative criteria such as this encourage good faith between the parties, with a legal relationship based on trust and loyalty, punishing those who go against the proper functioning of the legal system, seeking to profit from the ambiguity, obscurity and imprecision they have caused.
With the changes introduced by the Economic Freedom Act, during contract negotiations, it will be crucial to record the changes, including which parts or sections of the clauses each party drafted. This will be crucial for resolving any potential disputes in the near future.
Another relevant aspect to be highlighted is the possibility for the parties to establish hermeneutic criteria to fill gaps and integrate legal transactions, in order to provide tools and instruments for resolving contractual disputes.
In the event that the parties seek to mitigate the risks arising from interpretation against the predisposing party, it is possible, based on art. 421-A, for the parties to declare that the preparation and drafting of the contract was done jointly and shared, creating a contractual element that may prevent its application.
The principle of interpretatio contra proferentem It is demonstrated as a skillful mechanism for resolving conflicts resulting from contractual disputes, together with other parameters such as the behavior of the parties after the conclusion of the agreement, the uses, customs and practices of the market related to that business, as well as good faith.
Contracting parties must take extra care when drafting the clauses of the agreement, aiming to avoid possible defects and encouraging clear and precise writing.
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