gap filling

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A process used when a contract fails to deal with some manner necessary for the contract to be performed. The court either interprets the contract in such a manner that there is no gap, or engages in gap filling where it deals with the gap in the contract by ascertaining what the parties intentions would have been at the time that they entered the contract. In the process of gap filling and determining the parties intentions, courts look to the terms of the contract itself, course of dealing, usage of trade, and course of performance, amongst other things.