GENERAL LEGAL PRINCIPLES; CONTRACT ENFORCEMENT/ INTERPRETATION – General Principles of Contract Interpretation

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In Lodi Unified School District (2020) PERB Decision No. 2723 (Lodi), the Board held that the traditional rules of contract law guide interpretation of a collective bargaining agreement between a public employer and a recognized employee organization. (Id. at p. 12.) “A contract must be so interpreted as to give effect to the mutual intention of the parties as it existed at the time of contracting, so far as the same is ascertainable and lawful.” (Ibid.) “[T]he whole of a contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other.” (Ibid.) Thus, the Board in Lodi held that we “must avoid interpreting contract language in a way which leaves a provision without effect.” (Ibid., citing State of California (Department of Corrections) (1999) PERB Decision No. 1317-S, p. 9.) Additionally, the Board has held that “[w]here contractual language is clear and unambiguous, it is unnecessary to go beyond the plain language of the contract itself to ascertain its meaning.” (Lodi, supra, PERB Decision No. 2723, p. 12, citing Civ. Code, § 1638; Marysville Joint Unified School District (1983) PERB Decision No. 314, p. 9.)