Main Menu

Court of Chancery Upholds Objective Theory of Contract Interpretation

Seidensticker v. The Gasparilla Inn Inc., C.A. No. 2555-CC (November 8, 2007).

In this decision, the Court of Chancery has once again held that a contract means what it says, not what the parties say they subjectively intended. Thus, if the contract is unambiguous in its language, the Court will not accept explanations of what it was supposed to mean. Instead, the Court will enforce the contract as written. This opinion is useful for its review of recent case law that some have suggested adopted a "subjective" theory of contract interpretation under which, as the Cheshire Cat once said, "A word means what I say it means." Not so in Delaware.

Back to Page