On January 17, 2011, Amendment No. 2 to the Contracts Law (General Part), 5733-1973, was approved. The purpose of the amendment is to establish uniform rules for contract interpretation, thereby increasing legal certainty regarding the understandings reached by the parties prior to the contract's formation. The amendment codifies strict case law rulings against the party drafting the contract terms, in order to balance power differentials between the parties.
Section 25(a) of the Contracts Law constitutes the core of the amendment. It stipulates that if the intention of the parties is explicitly evident from the language of the contract, the contract shall be interpreted in accordance with its language, without the need to refer to the surrounding circumstances.
It should be noted that in recent years, there has been a legal debate regarding the validity of the precedent known as the "Apropim Rule" (Halachat Apropim ). This rule establishes that the parties' intention is determined not only by the contract's language but also by external circumstances, and that it is impossible to determine whether a contract is unambiguous without examining said circumstances. This doctrine contradicts British and American law, which holds that when a contract appears complete based on its language, external circumstances should not be consulted, barring exceptional cases.
It appears that the legislative intent is to return to the origins and overturn the Apropim caselaw; however, only time will tell whether the Supreme Court will interpret the amendment in light of the Apropim caselaw or abolish it entirely.