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Contract/Document Incorporation by Reference, Interpretation

The general rule regarding contract interpretation is to ascertain the intent of the parties’ from the language used in the contract. Contracts are typically construed as a whole. This can be complicated when a contract incorporates collateral documents/exhibits.

An instrument may incorporate the whole or any part of another instrument by reference. Wilson Mfg. Co. v. Fusco, 258 S.W.3d 841, 845 (Mo. Ct. App. 2008). Matters incorporated into a contract by reference are as much a part of the contract as if they had been set out in the contract verbatim. Jim Carlson Constr., Inc. v. Bailey, 769 S.W. 480, 481 (Mo. Ct. App. 1989). Accordingly, when another instrument is incorporated by reference, the original instrument and the incorporated instrument must be construed together. Wilson Mfg., 258 S.W.3d at 845. In certain circumstances, moreover, documents that are contemporaneously executed as part of the same transaction may be construed together even in the absence of explicit incorporation language.

Contact with questions pertaining to contract, document interpretation and disputes pertaining to legal documents.