A COMPARATIVE ANALYSIS OF CONTRACT ENFORCEMENT : Differences in the interpretation of contract terms in Japan, Brazil and United States

The legal literature has long showed that common law courts tend to interpret contracts in a more literal and restricted manner, whereas civil law countries grant greater discretionary powers to judges in analyzing the content of these agreements. This paper analyses the interpretation of complex commercial agreements in Japan and illustrate through comparative law different approaches adopted in the US and Brazil, analyzing theories on contracting practices, the willingness of judges to change contracted terms and the use of general principles to understand or alter the intention of the parts. It attempts to the draw from these experiences evidences of the different roles of the state in contract law, and possible reasons of why different countries adopt contrasting ways of policing agreements and enforcing breaches. It may have implications in the understanding of economic consequences of contract law, showing alternative possibilities of dispute resolution outside an US-centric biased view, while at the same time contributing to the understanding of court predictability in different jurisdictions