Duhaime's Law Dictionary


Ut Res Magis Valeat Quam Pereat Definition:

Latin: It is better for a thing to have effect than to be made void.

Relying on Edward Coke on Littleton, Herbert Broom notes that ut res magis valeat quam pereat is issue of a longer maxim:

Benigne facienda: sunt interpretationes propter simplicitatemt laicorum ut res iagis valeat quam pereat; et verba intention], non e contra, debent inservire: a liberal construction shall be put upon written instruments, so as to uphold them, if possible, and carry into effect the intention of the parties....

"In the case of an agreement, also, the Courts are bound so to construe it, ut res magis valeat quam pereat - so that it may be made to operate rather than be inefficient; and, in order to effect this, the words used shall have a reasonable intendment and construction.

ut res magis puzzleAs it applies to the judicial effort to breath life into a contract being contested, it has been stated as: a contract shall never be void where the words may be applied to any extent to make it good.

In Marquest Industries v. Willows Poultry Farms, Justice Bull of the British Columbia Court of Appeal wrote:

"The primary rule of construction has been expressed by the maxim, ut res magis valeat quam pereat or as paraphrased in English, a deed shall never be void where the words may be applied to any extent to make it good....

"Every effort should be made by a Court to find a meaning, looking at substance and not mere form, and that difficulties in interpretation do not make a clause bad as not being capable of interpretation, so long as a definite meaning can properly be extracted. In other words, every clause in a contract must, if possible, be given effect to.

"If the real intentions of the parties can be collected from the language within the four corners of the instrument, the Court must give effect to such intentions by supplying anything necessarily to be inferred and rejecting whatever is repugnant to such real intentions so ascertained....

"If I can possibly derive a sensible meaning from the clause I must do so. At the same time I must not develop from the words of the clause (read in their context) any conception more elaborate than they express or fairly imply; nor must I develop something which is at variance with any of the language of the clause."

In Langley Lo-Cost, Chief Justice McEachern of the BCCA adopted the reasoning in Marquest but added, in regards to ut res magis valeat quam pereat:

"I must be careful not to add anything that cannot fairly be inferred from the words of the May agreement but at the same time, I must try to give commercial validity to a business arrangement if it is fair and reasonable to do so upon the application of the rules relating to the construction of agreements."

Similarly, Justice Wright in Hillas & Co. v Arcos Ltd.:

"Businessmen often record the most important agreements in crude and summary fashion; modes of expression sufficient and clear to them in the course of their business may appear to those unfamiliar with the business far from complete or precise. It is accordingly the duty of the court to construe such document fairly and broadly, without being too astute or subtle in finding defects; but, on the contrary, the court should see to apply the old maxim of English Law, verba ita sunt intelligenda ut res magis valeat quam pereat. That maxim, however, does not mean that the court is to make a contract for the parties, or to go outside the words they have used, except in so far as they are appropriate implications of law."

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