Legal Definitions - in nudis finibus contractus

The Latin phrase in nudis finibus contractus is a historical legal term that translates to "in the bare terms of a contract." It refers to the principle of interpreting a contract strictly according to its explicit, written words, without considering any external context, implied understandings, or unwritten agreements that might have been part of the discussions leading up to the contract.

Essentially, when a contract is viewed in nudis finibus contractus, the focus is solely on what is literally stated within the four corners of the document, disregarding any unwritten intentions, verbal promises, or surrounding circumstances that are not explicitly included in the final written agreement.

• Example 1: A Simple Sales Agreement

  Imagine a scenario where a buyer and seller sign a contract for the sale of a unique antique desk. The written contract specifies the desk's description, its condition as "as-is," and the agreed-upon price. During their negotiations, the seller verbally promised to deliver the desk to the buyer's home, but this delivery term was never written into the final signed agreement. If a dispute arises and the seller refuses to deliver, a court considering the contract in nudis finibus contractus would likely rule that delivery was not a contractual obligation because it was not explicitly stated in the written terms, regardless of the verbal promise.

• Example 2: A Construction Project Contract

  Consider a homeowner hiring a contractor to build a new deck. The signed contract clearly outlines the dimensions, materials, and specific features of the deck. The homeowner, however, had verbally expressed a desire for a built-in bench during initial discussions, assuming it would be included. When the deck is completed without the bench, the homeowner is upset. If a legal review were to interpret the contract in nudis finibus contractus, it would focus only on the written specifications for the deck, concluding that the contractor was not obligated to build the bench since it was not an explicit term in the signed agreement.

• Example 3: An Employment Agreement

  An individual accepts a job offer and signs an employment contract. The contract specifies the job title, salary, benefits, and a 90-day probationary period. During the interview process, the hiring manager mentioned that employees typically receive a significant bonus after their first year. However, this potential bonus was not written into the final employment contract. If, after a year, the employee does not receive a bonus and seeks to enforce the manager's verbal statement, a court applying the principle of in nudis finibus contractus would likely find no contractual obligation for a bonus, as it was not an explicit term in the signed agreement.