"A contract shall be interpreted according to the intentions of the parties, as it is implied in the contract and the circumstances of the matter, but if the intentions of the parties are expressly implied by the language of the contract, the contract shall be interpreted in accordance with its language."
After and in light of the amendment of section 25(a), when the Supreme Court was required to address the issue of the interpretation of an agreement and to reconcile the updated wording of section 25 with the rulings in the Apropim case, the Honorable Justice Sohlberg expressed his opinion on other municipal applications 3894/11 Delek - The Israeli Fuel Company in a tax appeal v. Nir Ben Shalom 66(2) 544 (2013) as to the manner in which section 25 of the Contracts Law will be interpreted from now on. Thus, it was held that in the Apropim case, the pendulum of interpretation moved from an emphasis on the language to the circumstances, whereas after the amendment to the Law, the two were tied together, and now, i.e., after the amendment to section 25, the weight of the language is slightly increased. On the merits, the Honorable Justice Sohlberg held that the legislative history, the language of section 25(a) of the Contracts Law, and proper legal policy also require this: the clearer the contract, according to its language, the less weight the external circumstances become, however, to the extent that the language of the agreement is given to a number of interpretations, the intentions of the parties must be traced, to the extent that the language rarely gains exclusive status (ibid. in paragraph 19 of the judgment).
Recently, the Supreme Court again addressed the issue of contract interpretation other municipal applications 7649/18 Bibi Dirt Roads and Development in a Tax Appeal v. Israel Railways in a Tax Appeal (November 20, 2019) (hereinafter: "Bibi Roads Case"). In the same matter, the Supreme Court sharpened the relevant indications for the purpose of choosing the method of interpretation. This is because, as a starting point for the purpose of determining the indications, all the judges on the panel agreed, and accordingly: "Not all contracts are born equal" (paragraph 12 of the judgment of the Honorable Justice Stein, which was also joined by the Honorable Justice Vogelman, and paragraph 1 of the judgment of the Honorable Justice Grosskopf). Taking into account the aforementioned starting point, the Honorable Justice Stein was of the opinion that different interpretive approaches should be taken with respect to different contracts, taking into account the level of detail of the obligations and rights within them, and distinguishing between an open contract (in which the emphasis will be on the circumstances) and a closed contract (in which the language will be given priority). The Honorable Justice Grosskopf, on the other hand, was of the opinion that the central distinction relevant to the interpretation of agreements is related to the nature of the contractors and the nature of the agreement. With regard to this, with regard to the nature of the contractors in the contract, it was determined that a distinction must be made between a dealer who is a sophisticated contractor, who conducts business and is well represented from a legal point of view at the time of the engagement, and a private person who is a person from the locality who is usually not well represented from a legal point of view. In addition, and with regard to the nature of the agreement, it was determined that it was necessary to examine which of the three categories of contractual engagements the relevant contract belongs to – whether it is a business contract that is a contract to which all parties are engaged; a private contract to which all parties are private persons; or a consumer contract in which one side is engaged and on the other side are private persons. According to the Honorable Justice Grosskopf, the laws of interpretation that must be applied in relation to each type of contract are not identical, since in the formulation of the laws of interpretation, consideration must be given to the different purposes that we wish to promote with respect to each contract. In this regard, Justice Grosskopf distinguished between three different purposes: "The first purpose is retrospective, and its concern is the realization of the will of the parties at the time of the conclusion of the contract (hereinafter: "the realization of the will of the parties"); The second purpose is to provide an interpretation that respects the values of the legal system, such as a just and proper distribution of contractual considerations (hereinafter: "respect for the values of the system"); The third purpose is forward-looking, and it seeks to perfect the legal basis for creating future engagements, by creating an effective set of legal rules that assist the parties in making use of the contractual instrument (hereinafter: "perfecting the contractual engagement")"