Legal Memorandum: Contract Enforcement in ND

Issue: What is the standard responsibility for a court with regard to contract enforcement in North Dakota?

When asked to construe a contract, it is the court’s job to enforce a contract according to the intentions of the parties.  Typically “[t]he parties’ intention must be ascertained from the writing.”  N.D. Cent. Code § 9-07-04 (2014).  The idea is to read the contract as a whole and give effect to each provision, if reasonably practicable.  N.D. Cent. Code § 9-07-06 (2014).  When doing this, a court may frequently be involved in construing matters of law rather than fact, but that is not always the case. 

As the statutes cited above provide, to accurately interpret a contract, a court must at times consider additional documents executed in conjunction with the main agreement.  N.D. Cent. Code § 9-07-07 (2014).  It may also mean in other cases, it is necessary for the court to reach even to outside documents to interpret the contact, especially when the contract contains language capable of multiple interpretations.  A court must then determine what the sense of the promisor was and the circumstances in effect at the time the contract was made.  N.D. Cent. Code §§ 9-07-12, -14 (2014).  These rules of construction apply equally to public and private contracts.  N.D. Cent. Code § 9-07-01 (2014).

As provided by the rules for contract interpretation under N.D. Cent. Code § 9-07-07, “[s]everal contracts relating to the same matters between the same parties and made as parts of substantially one transaction are to be taken together.”  In a complex transaction, the Court must necessarily expect to review multiple documents. 

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