Contract Term Hierarchy
Party A and Party B disputed whether later conduct could override a written price term. The court applied the interpretive hierarchy and held the express term controlled.
Also known as: § 203 · 203
Written by attorneys · grounded in primary & secondary sources — see below
A statutory provision establishing standards of preference for contract interpretation. Express terms receive greater weight than course of performance, course of dealing, or usage of trade. Specific and exact terms receive greater weight than general language, and separately negotiated terms receive greater weight than standardized terms.
Party A and Party B disputed whether later conduct could override a written price term. The court applied the interpretive hierarchy and held the express term controlled.
Party C and Party D disagreed over a broad grant versus a later precise limitation. The court enforced the specific clause as controlling.
Party E and Party F had a form contract with a handwritten addition. The court gave greater weight to the separately negotiated addition.
Party G and Party H argued over a general warranty versus an exact specification. The court held the exact term governed the scope.
Select any source to read its text and confirm it supports the definition.
Party I and Party J presented years of consistent conduct that differed from the writing. The court still enforced the express written term.
Party K and Party L invoked industry custom to interpret an ambiguous delivery clause. The court treated usage as subordinate to the written term.
Express terms receive greater weight than course of performance, course of dealing, or usage of trade. The hierarchy ensures the parties' written agreement, especially when separately negotiated, controls over subsequent conduct.
Specific and exact terms receive greater weight than general language. A later precise definition or limitation controls the scope of an earlier broad phrase.
The express terms still control. Even consistent multi-year conduct cannot displace unambiguous written limitations under the interpretive hierarchy.
…S. 390 (1968); White-Smith Music Publishing Co. v. Apollo Co. , 209 U. S. 1 (1908); Williams & Wilkins Co. v. United States , 203 Ct. Cl. 74, 487 F. 2d 1345 (1973), aff'd by an equally divided Court, 420 U. S. 376 (1975). Sound policy, as well as history, supports our consistent deference to Congress when major…