Contract Amendment by Rectification

“Our rental contract, drafted before a notary, contains ambiguous clauses, and the contract’s duration is unclear. What can be done in this case, and how can the situation be remedied?” our reader asks.

The parties may request, or the notary may ex officio correct or supplement authenticated documents containing errors, mistakes, or omissions. A rectifying order may only be issued by the notary with the consent of the parties, and each original copy of the document must include a notation of the correction.

If the parties do not agree with the proposed rectification or if the available documents do not allow for the error to be corrected, the notary may issue a rejection order, denying the requested amendment.

Against the rejection order, the interested party may file a complaint with the competent court within 10 days from the date of notification. The court will order the correction of the error or the supplementation of the document if it finds, based on the evidence, that the notary’s refusal was unjustified and unlawful.

If the above procedure is not suitable for correcting the error, we may request the contract’s interpretation within a judicial procedure under public law. According to Articles 1266-1269 of the Civil Code, the contract must be interpreted in accordance with the mutual intention of the parties rather than based on the strict literal meaning of the terms. To determine this, the court examines the purpose of the contract, the negotiations between the parties, established practices and customs, as well as their conduct after the agreement was concluded. The contract should be interpreted in good faith, considering the usual meaning of the expressions in their context, as well as the subject and purpose of the contract.

Under the principle of the effectiveness of contracts, clauses are interpreted to ensure the contract’s actual realization and to avoid unreasonable conclusions.