Learned Hand on Meaning and the Objective Theory of Contracts

February 2, 2006

It makes not the least difference whether a promisor actually intends that meaning which the law will impose upon his words. The whole House of Bishops might satisfy us that he had intended something else, and it would make not a particle of difference in his obligation….Indeed, if both parties severally declared that their meaning had been other than the natural meaning, and each declaration was similar, it would be irrelevant, saving some mutual agreement between them to that effect. When the court came to assign the meaning to their words, it would disregard such declarations, because they related only to their state of mind when the contract was made, and that has nothing to do with their obligations.

Eustis Mining Co. v. Beer, Sondheimer & Co., 239 F. 976, 984-985 (S.D.N.Y. 1917).


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