Law 5110 Quiz: Ad hoc gap filling
Document Summary
Once it is established what is the proper meaning of the words explicitly used by the parties, the contract can still be incomplete. This is because a contract can never provide for all eventualities. The court then must supplement the interpreted party agreement through gap filling. Ad hoc gap filling = gaps in a specific contract are filled with terms that are necessary for the working of the contract and that the parties would have agreed if they had thought about it. In addition to the express terms, a contract may contain implied terms which stem from (a) the intention of the parties, (b) the nature and purpose of the contract, and (c) good faith and fair dealing. All jurisdictions accept the ad hoc gap filling to give meaning to the contract. It obliges the party to comply with all the pre- contractual duties to inform, advise and warn their counterpart.
