¶ 45. (dissenting). This case involves the interpretation of a hospital's bylaws pertaining to a doctor's right to representation at a peer review hearing to determine whether his clinical privileges should be suspended.
¶ 46. The relevant hospital bylaw, § 3.3, governs the representation of the parties at the peer review hearing. Bylaw § 3.3(a) provides that the charging entity shall be represented by one of its members "and/or another person of its choosing." The latter phrase does not explicitly state that the other person must be a staff doctor. The bylaw also explicitly allows the charging entity to be represented by an attorney.
¶ 47. Bylaw § 3.3(a) provides that the affected doctor "shall be entitled to be accompanied by and represented at the hearing by a member of the active medical staff in good standing." The bylaw also allows the affected doctor to be represented by "an attorney."
*26¶ 48. The bylaws do not specify whether an attorney representing either the charging entity or the affected doctor must be "licensed in Wisconsin."1
*27¶ 49. The majority opinion treats the bylaws as a contract between Dr. Seitzinger and the hospital, Community Health Network (CHN), and asserts that it will interpret the bylaws by applying principles of contract interpretation.2
¶ 50. The majority opinion recites several principles of contract interpretation3 but fails to apply them. Rather, the majority opinion adopts as reasonable the hospital's interpretation of the bylaws that Mr. Kadar (a doctor who is also an attorney licensed to practice in New Jersey), whom Dr. Seitzinger wanted as his representative at the peer review hearing, must be an attorney licensed to practice law in Wisconsin. The majority opinion concludes that because Mr. Kadar cannot "assist[] Seitzinger in his capacity as a physician, as Kadar is not a member of the active medical staff of CHN in good standing[,]... it is clear ... that the only role Kadar may assume at the hearing is that of Seitzinger's legal counsel,"4 and that Mr. Kadar cannot assume that role because he is not licensed to practice law in this state. The majority opinion concludes that to construe the contract "otherwise might permit attorneys unlicensed in the state or non-attorneys to violate Wis. Stat. § 757.30 [which defines the practice of law and prohibits the unauthorized practice of law]."5
*28¶ 51. I agree that rules of contract interpretation govern this case. The majority opinion, however, fails to apply well-worn principles of contract interpretation in construing the terms of the contract.
¶ 52. I set forth seven rules of contract interpretation relevant to the present case and apply them to the undisputed facts. Each rule, and the rules read together, points to the conclusion that the hospital's bylaws should be interpreted to mean that if an attorney represents Dr. Seitzinger at the peer review hearing, the attorney need not be licensed in the State of Wisconsin.
¶ 53. The seven rules are set forth in order of their increasing scope, from the rule pertaining to the objective interpretation of the text of a contract to the rule requiring a court to consider the reasonableness of competing interpretations. I conclude that the majority opinion's interpretation of the hospital bylaws violates or ignores these rules and ultimately fails to reach a reasonable interpretation of the bylaws. The majority opinion's interpretation is based on the vague concept that representation at a peer review hearing would "focus on legal issues"6 or "resemble the practice of law"7 and upon its conclusion, which it purports not to have reached, that the representation in question constitutes the practice of law. The majority opinion's interpretation renders the bylaws internally contradictory, unfair to Dr. Seitzinger, and fails to foster the public policy underlying the licensing of attorneys and the prohibition on the unauthorized practice of law. For these *29reasons, I conclude that the majority opinion's interpretation is unreasonable and contrary to the intentions of the parties.
¶ 54. Rule 1. The inquiry into the parties' intent is not a search for subjective intent but rather focuses on the language the parties used.8 Words in a contract are to be read as a reasonable person would under the circumstances.9 It is the objective meaning of the contract, not the subjective intent of the parties, that controls.10 The subjective intent of the parties entering into a contract is immaterial.11 "[T]he law presumes that the parties understood the import of their contract and that they had the intention which *30its terms manifest."12 The common meaning of language will be given to the words of a contract.13
¶ 55. As the majority opinion recognizes, the primary goal of contract interpretation is to give effect to the parties' intentions.14 Our cases have frequently stated that judicial interpretation of a contract is not to determine what the parties "intended to agree to, but what, in a legal sense, they did agree to, as evidenced by the language they saw fit to use."15 The majority opinion recites this rule and repeatedly states that "a reasonable person would understand that the words 'legal counsel' in the Bylaws mean an attorney licensed to practice law in Wisconsin," but provides no reasoning to support this assertion.16
¶ 56. The parties' intentions are set forth in the language of the contract. Here the contract uses the word "attorney." The contract's language is not limited to a lawyer licensed to practice in Wisconsin.
¶ 57. The drafter, the hospital, easily could have inserted words limiting the state of licensure. It did not. Applying Rule 1, I conclude that because the text does not delineate the state of licensure, the parties did not intend to limit attorneys who provide representation at peer review hearings to those licensed in Wisconsin.
*31¶ 58. Ride 2: A court should not add terms or provisions to the contract.17 "In construing a contract, 'courts cannot insert what has been omitted or rewrite a contract made by the parties.' ”18.
¶ 59. The majority opinion does not mention this rule but violates it nonetheless by adding the words "licensed to practice law in the state of Wisconsin" after the word "attorney." Flouting this rule, the majority opinion nevertheless claims to have made a reasonable *32interpretation. It is highly dubious that an interpretation that rewrites the contract language is reasonable.
¶ 60. Applying Rule 2, I would not add words to the bylaws. I would stick to the words of the bylaws as written and conclude that the parties intended the word "attorney" to mean any attorney regardless of the state in which the attorney is licensed.
¶ 61. Rule 3. If a contract is characterized as ambiguous because it can be interpreted in more than one reasonable way,19 extrinsic evidence may be used to determine the parties' intentions.20
¶ 62. The bylaws are silent on the subject of an attorney's state of licensure and thus may be viewed, for purposes of this case, as susceptible to at least two interpretations: (1) the attorney needs to be licensed in Wisconsin, or (2) the attorney need not be licensed in Wisconsin. The hospital argues that the bylaws require a Wisconsin-licensed lawyer to appear at the peer review hearing; Dr. Seitzinger argues that any lawyer can appear on his behalf.
¶ 63. Although Rule 3 is recited by the majority opinion,21 this rule has no application to the present *33case. No evidence (extrinsic or otherwise) was presented in the circuit court. The parties merely presented briefs and argued the law before the circuit court.
¶ 64. Rule 4. If a contract is characterized as ambiguous because it can be interpreted in more than one reasonable way, the contract is to be interpreted against the drafter because the language was presumptively within the control of the party drafting the agreement and that party could have made it clear.22 "[A]mbiguous agreements are to be construed most strongly against the maker or drafter."23 This rule is especially applicable when the drafter wants to interpret the ambiguous language in its favor.24
*34¶ 65. The majority opinion recites Rule 4,25 fails to apply it, and proceeds to violate it.
¶ 66. The rationale for construing an "ambiguous agreement" against the drafter is well articulated in the Restatement .(Second) of Contracts, § 206, Comment A: The drafter had the power to make the contract clear and the drafter of a standardized contract had the stronger bargaining position. Comment A reads as follows:
Where one party chooses the terms of a contract, he is likely to provide more carefully for the protection of his own interests than for those of the other party. He is also more likely than the other party to have reason to know of uncertainties of meaning. Indeed, he may leave meaning deliberately obscure, intending to decide at a later date what meaning to assert. In cases of doubt, therefore, so long as other factors are not decisive, there is substantial reason for preferring the meaning of the other party. The rule is often invoked in cases of standardized contracts and in cases where the drafting party has the stronger bargaining position, but it is not limited to such cases.
¶ 67. The hospital's bylaws appear to constitute the kind of standardized contract between two parties of unequal bargaining power that particularly justifies an interpretation against the drafter. Dr. Seitzinger, in all probability, had no control over the language of the bylaws and was in no position to bargain for more favorable language when he obtained his employment.
*35¶ 68. Assuming that this contract is "ambiguous" and applying Rule 4,1 conclude that the bylaws should be interpreted against the hospital and that Dr. Seitz-inger, who wishes to appear at the hearing with an attorney licensed in another state, should be allowed to do so.
¶ 69. Rule 5: Interpretation of a contract is a question of law for the court if the contract is unambiguous or if the contract is ambiguous hut no extrinsic evidence has been presented.26 "Construction of bylaws and their application to undisputed facts present a question of law that we review de novo."27 The court need not give deference to the drafter's interpretation.28
¶ 70. The majority opinion does not recite Rule 5. Instead, the majority opinion ignores this rule and violates it by asserting that "[applications of hospital bylaws are reviewed under a deferential standard of *36review" and that "a hospital's interpretation of its bylaws should stand if reasonable."29 To support its conclusion, the majority opinion relies on (but misreads) Hale v. Stoughton Hospital Ass'n, 126 Wis. 2d 267, 376 N.W.2d 89 (Ct. App. 1985).
¶ 71. The Hale decision does not support the majority opinion's conclusion that "a hospital's interpretation of its bylaws should stand if reasonable."30 In Hale, the bylaw at issue required the hospital to have an honest belief that termination was in the best interests of the hospital. There was no dispute over the legal meaning of the phrases "honest belief' or "best interests" as used in the bylaws. The court of appeals in Hale did not show deference to the hospital's legal interpretation of these phrases. Rather, the court of appeals deferred to the board's substantive determination of what was in the best interests of the hospital. The court of appeals concluded that it would not "inquire into the board's decision-making process to determine whether its decision is correct. Inquiry is limited to whether the board really believed Hale's termination was in the hospital's best interests."31
¶ 72. In Keane v. St. Francis Hospital, 186 Wis. 2d 637, 522 N.W.2d 517 (Ct. App. 1994), a case subsequent to Hale, when an interpretation of hospital bylaws was *37at issue, the court of appeals did not defer to the hospital's proposed interpretation of its bylaws but rather concluded that "[c]onstruction of bylaws and their application to undisputed facts present a question of law that we review de novo."32 This correct and relevant statement of the law should be followed in the present case. The majority opinion cites Keane but does not abide by it.33
¶ 73. Applying Rule 5 and using the objective standard of interpretation, not adding words to the bylaws, and interpreting language against the drafter, I conclude as a matter of law that the parties did not intend the bylaws to provide that an attorney must be licensed in Wisconsin to appear with an affected doctor at a peer review hearing.
¶ 74. Rule 6: "The contract must be read as a whole and every part will be read with reference to the whole."34 "The general rule as to the construction of contracts is that the meaning of particular provisions in the contract is to be ascertained with reference to the contract as a whole."35
*38¶ 75. The majority opinion fails to recite this rule and violates it by ascertaining the meaning of a bylaw without considering the bylaws as a whole. In this case, the hospital's bylaws limit the scope of representation at the peer review hearing so that it is evident that the parties did not intend that an attorney must be licensed to practice law in Wisconsin in order to assist at the peer review hearing.
¶ 76. The bylaws refer to the hearing as a nonjudicial forum at which the hospital is free to limit the role of an attorney's active participation. Specifically, Bylaw § 3.3(b) provides that "[w]hile legal counsel may attend and assist the respective parties in proceedings provided herein, due to the professional nature of these review proceedings, it is intended that the proceedings will not be judicial in form but a forum for professional evaluation and discussion. Accordingly, the Hearing Committee and/or appellate review body retains the right to limit the role of counsel's active participation in the hearing process."
¶ 77. While Bylaw 3.3(b), which governs the scope of an attorney's participation at a peer review hearing, prohibits an attorney from acting in certain capacities, it does not explain in what ways a representative of the affected doctor and a representative of the charging entity participate at a peer review hearing. The scope of each party's activities (and therefore those of each of their representatives) are governed by Bylaw 3.4. Bylaw 3.4 explains that each party has the right to call and *39question witnesses, rebut evidence, and submit a written statement at the close of the hearing. Bylaw § 3.4 provides as follows:
Each of the parties shall have the right to:
(a) Call and examine witnesses, including expert witnesses.
(b) Introduce exhibits and present relevant evidence.
(c) Question any witness on any matter relevant to the
issues.
(d) Impeach any witness.
(e) Rebut any evidence.
(f) Submit a written statement at the close of hearing.
(g) Record the hearing by use of a court reporter or other mutually acceptable means of recording.
¶ 78. The hearing committee is ordinarily composed of 3 to 5 members of the medical staff, with the chairman being the presiding officer.36 Under certain circumstances a hearing officer may preside over the hearing. The hearing officer may, but need not, be an "attorney-at-law," but must be experienced in conducting hearings.37
¶ 79. Bylaw § 3.8 sets forth the rules of procedure and evidence that govern the hearing. According to § 3.8, the "hearing need not be conducted strictly according to rules of law relating to the examination of witnesses or presentation of evidence. Any relevant evidence shall be admissible if, in the judgment of the *40presiding officer, it is the sort of evidence on which responsible persons are accustomed to rely in the conduct of serious affairs." The Bylaw further provides that "the presiding officer shall have the power to rule on the admissibility of pieces of evidence."
¶ 80. These enumerated procedures are common to many types of hearings. Some are conducted by and with attorneys licensed to practice law in Wisconsin. Some are not.
¶ 81. As is evident from the bylaws, the expectation is that the peer review hearings may be totally conducted by and with medical staff. The bylaws do not envision that the hearings will require persons knowledgeable in Wisconsin law or procedure. The hearings are not conducted in reliance on any specialized knowledge of the law, to say nothing of Wisconsin law or procedure, particularly given that the peer review hearing is explicitly described as not being a "judicial forum."
¶ 82. In fact, laypersons routinely perform the activities set forth in the bylaws for the peer review hearings in other contexts, such as governmental administrative hearings. For instance, non-attorneys may serve in a representative capacity in worker's compensation cases. Wisconsin Admin. Code § DWD 80.06 provides that "parties to the controversy. . . may appear in person or by an attorney or agent." The licensing procedure established in § DWD 80.20 by the Department of Workforce Development does not require that an individual appearing before the Department be an attorney.38
*41¶ 83. The rules governing the procedure in a worker's compensation hearing are substantially similar to those of the hospital peer review hearing. Wisconsin Admin. Code § 80.12 provides that "[t]he rules of practice before the department shall be such as to secure the facts in as direct and simple a manner as possible."39 Furthermore, the examiner in a worker's compensation hearing "may limit testimony to only those matters which are disputed"40 and "may not allow into the record, either on direct or cross-examination, redundant, irrelevant or repetitive testimony."41
¶ 84. In other words, at a worker's compensation hearing, laypersons are authorized to present and rebut evidence, cross-examine and impeach witnesses; the proceedings are recorded.42 There seems to be little if any difference between the procedures in a worker's compensation hearing and in a peer review hearing. *42Similarly, a person who is not a Wisconsin licensed attorney may represent a person in an unemployment compensation proceeding43 and perform activities similar to those performed by a representative in a peer review hearing.44
¶ 85. In considering whether the parties intended that a person who is not a licensed attorney in Wisconsin may appear as a representative for an affected doctor, I apply Rule 6.1 read the bylaws as a whole and give effect to the bylaws' characterization of the venue as a non-judicial forum and the bylaws' preclusion of an attorney from acting as an attorney at the peer review hearing. I also give effect to the bylaws' statement of the rights of the parties and the rules of procedure. In discerning the parties' intent, I look at whether a person who is not a licensed Wisconsin lawyer can appear to perform similar functions in governmental administrative hearings. On the basis of all of these *43factors, I conclude that the parties did not intend the bylaws to limit representation of an affected doctor by an attorney before the peer review board to an attorney licensed in Wisconsin.
¶ 86. Rule 7: "[A]n interpretation which gives a reasonable, lawful, and effective meaning to all the terms is preferred to an interpretation which leaves a part unreasonable, unlawful, or of no effect."45 "[W]here one construction would make a contract unusual and extraordinary while another [construction] equally consistent with the language used would make the contract reasonable, just, and fair, the latter must prevail."46
¶ 87. Although the majority opinion asserts that its interpretation of the bylaws is reasonable, I conclude, for the following reasons, that the majority opinion has adopted an unreasonable interpretation of the bylaws and therefore one that violates the intent of the parties.
A. The majority opinion's determination that its interpretation is reasonable rests on its conclusion that a representative of an affected doctor at a peer review hearing could be expected to focus on legal issues or engage in activities that resemble the practice of law and that therefore the parties intended that the bylaws require a Wisconsin-licensed lawyer. "Focus [ing] on legal issues" and "resembl[ing] the practice of law" are *44vague, broad, undefined phrases. The concept that activities "focusing on legal issues" or "resembling the practice of law" can be performed only by a Wisconsin-licensed lawyer is foreign to our jurisprudence and creates an unworkable rule of law.
B. The majority opinion's determination that its interpretation is reasonable rests on its conclusion that a representative of an affected doctor at a peer review hearing engages in the practice of law and that therefore the parties intended that the bylaws require a Wisconsin-licensed lawyer. Despite its repeated protestations that it need not and does not determine whether representation at a peer review hearing constitutes the practice of law, the majority opinion concludes that such representation does constitute the practice of law.
C. The majority opinion's interpretation of the bylaws renders provisions of the bylaws contradictory and therefore results in a rewriting of the bylaws to make the provisions consistent. Such an interpretation is not reasonable and cannot be the intent of the parties. According to the majority opinion, an attorney must be licensed to practice law in Wisconsin in order to represent an affected doctor at a peer review hearing. But the bylaws allow a staff doctor to represent the charging entity and allow any person of the entity's choosing to represent the charging entity. The bylaws also allow an attorney to represent the charging entity. A doctor may not practice law any more than an attorney not licensed in Wisconsin. Therefore, the majority opinion's interpretation of the bylaws either renders them internally contradictory or rewrites them to read that only a Wisconsin-*45licensed attorney can represent a doctor or the charging entity at a peer review hearing.
D. The majority opinion's interpretation of the bylaws is unreasonable because it is unfair. It denies Dr. Seitzinger access to the attorney of his choice. Yet the proceeding has very significant consequences to him, and the bylaws allow the charging entity to be represented by anyone it chooses. Such an interpretation is unreasonable and cannot be said to be the intent of the parties, no matter how many times the majority opinion flatly insists that a reasonable person would view them that way.
E. The majority opinion's interpretation is unreasonable because it does not foster the public policy underlying the licensing of lawyers and the prohibition on the unlawful practice of law. The justification for licensing lawyers and the public policy underlying the prohibition on the unauthorized practice of law is to protect consumers of legal services. This policy is not implicated in the hospital bylaws and peer review hearings. Accordingly the majority opinion's interpretation is unreasonable and cannot be said to he the intent of the parties.
A
¶ 88. The majority opinion's conclusion that the bylaws mean that a non-Wisconsin licensed attorney cannot represent Dr. Seitzinger at the peer review hearing rests on the majority opinion's characterization that representation at a peer review hearing "at the very least... could be expected to focus on legal is*46sues."47 Such an interpretation cannot be reasonable and the intent of the parties. The concept that an activity that "focuses on legal issues" or "resembles the practice of law" can be performed only by a Wisconsin-licensed lawyer is foreign to our jurisprudence and creates an unworkable rule of law.
¶ 89. The majority opinion states several times that Mr. Kadar's likely activities would closely "focus on legal issues"48 or "resemble the practice of law"49 and that "a layperson must refrain from engaging in any acts that resemble the practice of law."50 In a similar vein, the majority opinion reasons that because Mr. Kadar might provide legal advice at the peer hearing despite the bylaws' limitations on any attorney who represents an affected doctor, a reasonable interpretation of the bylaws is that a non-Wisconsin licensed attorney cannot represent an affected doctor.51
¶ 90. The record does not disclose the activities a doctor's representative performs, and the majority opinion provides no explanation, justification, or citation of authority for drawing a line between activities that can or cannot be performed by non-Wisconsin licensed attorneys by their resemblance to the practice of law. "Focus[ing] on legal issues" or "resemble[ing] the practice of law" are broad, vague, and undefined phrases that encompass the activities of many professionals who are not licensed attorneys. Such an interpretation can only cause problems in the future.
*47¶ 91. Although the majority opinion relies on State ex rel. Junior Ass'n of Milwaukee Bar v. Rice, 236 Wis. 38, 294 N.W.550 (1940), for the notion that an unlicensed person's activities may not "resemble the practice of law,"52 the Rice decision never uses that or any similar phrase. The Rice case (and our other cases) speak of activities that constitute the practice of law, not those that merely focus on legal issues or resemble the practice of law.53
¶ 92. The majority opinion claims that its interpretation of the bylaws is required because another interpretation "might permit attorneys unlicensed in the state or non-attorneys to violate Wis. Stat. § 757.30."54 What does "might" permit unlicensed persons to engage in the practice of law mean? Why is it reasonable to conclude that the possibility that a person might engage in providing legal services while he or she is providing non-legal services is a sufficient basis to interpret the hospital bylaws * as barring a non-Wisconsin licensed attorney from appearing at a peer review hearing? Many professionals who are not Wisconsin-licensed attorneys engage, as I explain later, in a myriad of diverse acts that focus on legal issues, resemble the practice of law, or put the professional in a position in which he or she "might" engage in the practice of law. Our cases do not take the approach that an activity's merely resembling the practice of law or focusing on legal issues bars a non-Wisconsin licensed lawyer from engaging in it. Rather, our cases analyze *48each activity challenged and determine whether that activity does or does not constitute the practice of law.55
¶ 93. I therefore conclude that the majority opinion's interpretation is contrary to the intent of the parties and that no reasonable person would understand the words "legal counsel" in the Bylaws to mean an attorney licensed to practice law in Wisconsin.
B
¶ 94. The majority opinion is internally contradictory. Despite its repeated protestations that it need not and does not determine whether "such representation [at a peer review hearing] would constitute the practice of law,"56 the only possible reading of the opinion is that representation at the peer review hearing constitutes the practice of law.
¶ 95. The majority opinion explicitly states that to construe the bylaws to refer to a non-Wisconsin licensed attorney "might permit attorneys unlicensed in the state" to engage in the unauthorized practice of law.57 What does this sentence mean if it doesn't mean that an appearance at a peer review hearing is the practice of law? If there is any doubt about the meaning of the sentence, we need only examine the section of the majority opinion devoted to discussing the interpretation of the bylaws.58
*49¶ 96. Eight of the 15 paragraphs of the majority opinion,59 that is, approximately two-thirds of the "total ink" the majority opinion spills on the substantive analysis of the bylaws, address cases defining the unauthorized practice of law. If the majority opinion does not conclude that Mr. Kadar's appearance is the practice of law requiring a Wisconsin license, why does the majority opinion engage in this lengthy discussion? If the majority opinion does not conclude that Mr. Kadar's appearance is the practice of law requiring a Wisconsin license, what is the basis for the majority opinion's interpretation that the bylaws were intended to bar an out-of-state attorney from appearing at the peer review hearing?
¶ 97. I am sympathetic with the majority's attempt to avoid deciding what constitutes the practice of law and the unauthorized practice of law. Defining these terms has generated a great deal of discussion among lawyers, judges, and non-lawyers for many years. In the last year or so, both the American Bar Association and the State Bar of Wisconsin have independently abandoned their respective attempts to reach an acceptable definition or approach to defining the practice of law or the unauthorized practice of law.
¶ 98. As the majority opinion points out, the State Bar of Wisconsin has petitioned our court to appoint a committee to study this area of the law.60 Numerous lawyers, representatives of consumer groups, non-lawyers, and trade association representatives appeared before this court at its hearing on the Bar's petition. These persons carefully explained (and gave many examples) how professionals engage in activities *50on a daily basis that sometimes have a legal focus and resemble the practice of law. To name a few such professionals: financial advisers, investment advisers, accountants, bankers, mediators, arbitrators, trust officers, engineers, geologists, realtors, paralegals, and land planners. That many professionals engage in activities that focus on legal issues or resemble the practice of law presents one of the key difficulties in trying to define the practice of law and the unauthorized practice of law.
¶ 99. Because the majority opinion contradicts itself by addressing an issue it denies addressing, I conclude that the majority opinion's interpretation of the bylaws is contrary to the intent of the parties and that no reasonable person would understand that the words "legal counsel" in the Bylaws mean an attorney licensed to practice law in Wisconsin.
C
¶ 100. The majority opinion's interpretation renders the bylaws internally contradictory. Such an interpretation cannot be reasonable and intended by the parties.
¶ 101. Why is it reasonable to interpret the bylaws as not allowing an out-of-state attorney to represent an affected doctor when the bylaws allow a staff doctor to represent an affected doctor at the hearing and allow any person of its choosing to represent the charging entity? A non-lawyer, as well as an out-of-state lawyer, cannot engage in the practice of law in Wisconsin. Carried to its logical conclusion, the majority opinion bars any person who is not a Wisconsin-licensed attorney from representing an affected doctor or the charging entity at a peer review hearing. Indeed, the *51majority opinion states that interpreting the bylaws as allowing a non-Wisconsin licensed attorney to appear "might permit.. . non-attorneys" to engage in the unauthorized practice of law.61
¶ 102. If it is reasonable to interpret representation of an affected doctor at a peer review hearing as an activity in which laypersons cannot engage, as the majority opinion does, then it is reasonable for the majority opinion to render the hospital's authorization of its staff doctors to provide representation at these hearings to either the affected doctor or to the charging entity an illegal authorization of the staff doctors and other non-lawyers to engage in the practice of law.62 A reasonable person would not think that the same activities that can be performed by a doctor require an attorney licensed in the State of Wisconsin. Why is it *52reasonable for the majority opinion to adopt an interpretation of one provision of the bylaws that renders other provisions invalid and changes the procedures set forth in the bylaws? My answer is that such an interpretation is not intended by the parties and that no reasonable person would understand that the words "legal counsel" in the bylaws mean an attorney licensed to practice law in Wisconsin.
D
¶ 103. The majority opinion's interpretation unreasonably denies to Dr. Seitzinger the right to a representative of his choice under the circumstances of the case. It limits his right of representation, yet allows the charging entity to be represented by anyone it chooses. This case is very important to Dr. Seitzinger. His livelihood and professional reputation are in jeopardy at the peer review hearing. His choice of Mr. Kadar falls within the text of the bylaws and within the well-worn rules of contract interpretation. Accordingly, the majority opinion's interpretation of the hospital bylaws is contrary to the intent of the parties and no reasonable person would understand that the words "legal counsel" in the Bylaws mean an attorney licensed to practice law in Wisconsin.
E
¶ 104. The majority opinion's interpretation is unreasonable because it does not foster the public policy underlying the licensing of lawyers and the prohibition on the unlawful practice of law. The policy consideration underlying licensure and the prohibition on unauthorized practice is the protection of consumers of legal services from harm that might be visited upon *53them by persons presumably untrained and incompetent in the law who will provide inadequate or unethical representation.63
¶ 105. This public policy is not implicated in interpreting the hospital bylaws in favor of Dr. Seitzinger. Here, the activities of a representative at the hearings are limited by the bylaws: the forum is non-judicial and the representative's activities are restricted to non-attorney functions. According to the bylaws, the hospital will restrain an attorney from engaging in the practice of law.
¶ 106. Under these circumstances, interpreting the bylaws to require a licensed Wisconsin lawyer does not protect Dr. Seitzinger as a consumer of legal advice. The licensing of lawyers and the prohibition on the unauthorized practice of law do not exist to protect the economic livelihood of lawyers. Accordingly, I conclude that the majority opinion's interpretation of the bylaws is contrary to the intent of the parties and that no reasonable person would understand that the words "legal counsel" in the Bylaws mean an attorney licensed to practice law in Wisconsin.64
*54¶ 107. In sum, the majority opinion follows its own approach to contract interpretation in this case rather than heeding the general rules of contract interpretation that have long guided Wisconsin courts. As a result, the majority opinion opts for an unreasonable interpretation, rather than for a reasonable interpretation, of the bylaws.
¶ 108. For the reasons set forth, I dissent.
¶ 109. I am authorized to state that Justices ANN WALSH BRADLEY and DAVID T. PROSSER join this dissent.Bylaw 3.3 provides in full as follows:
Representation
(a) By a Member of the Medical Staff
The practitioner who requested the hearing shall be entitled to be accompanied by and represented at the hearing by a member of the active medical staff in good standing. The executive committee or the governing body, depending on whose recommendation or action prompted the hearing, shall appoint at least one (1) of its members and/or another person of its choosing to represent it at the hearing to present the facts in support of the professional review action, and to examine witnesses.
(b) By Legal Counsel
If the affected practitioner desires to be represented by an attorney at any hearing or at any appellate review appearance pursuant to this Plan, his request for such hearing or appellate review must so state. Such notice must also include the name, address and phone number of the attorney. Failure to notify the Hearing Committee in accord with this section shall permit the Committee to preclude the participation of legal counsel or to adjourn the hearing for a period of not to exceed twenty (20) days. The executive committee for the governing body may also be allowed representation by an attorney While legal counsel may attend and assist the respective parties in proceedings provided herein, due to the professional nature of these review proceedings, it is intended that the proceedings will not be judicial in form but a forum for professional evaluation and discussion. Accordingly, the Hearing Committee and/or appellate review body retains the right to limit the role of counsel's active participation in the hearing process. Any practitioner who incurs legal fees in his behalf shall be solely responsible for payment thereof.
The bylaws sometimes use the word "attorney" and sometimes the phrase "legal counsel." These terms do not seem to have different meanings in the bylaws.
Majority op., ¶¶ 2,20, 22. See Bass v. Ambrosias, 185 Wis. 2d 879, 885, 520 N.W.2d 625 (Ct. App. 1994) (treating hospital bylaws as a contract between physician and hospital); Keane v. St. Francis Hosp., 186 Wis. 2d 637, 651, 522 N.W.2d 517 (Ct. App. 1994) (same).
Majority op., ¶ 22.
Id, ¶ 34.
Id., ¶ 27. See also id., ¶ 4.
See, e.g., id., ¶¶ 2, 3.
See, e.g., id., ¶¶ 30, 34.
11 Richard A. Lord, Williston on Contracts § 31:4 at 271-72 (4th ed. 1999).
Danbeck v. Am. Family Mut. Ins. Co., 2001 WI 91, ¶ 10, 245 Wis. 2d 186, 629 N.W.2d 150.
Williston, supra note 8, § 31:4 at 280-83, § 32:2 at 405; State ex rel. Siciliano v. Johnson, 21 Wis. 2d 482, 487, 124 N.W.2d 624 (1963).
Kernz v. J.L. French Corp., 266 Wis. 2d 124, 139-41, 667 N.W.2d 751 (Ct. App. 2003) ("[T]he creation of an enforceable agreement is usually predicated on the language used in the contract and the expressed intentions of the parties."). See 17A Am. Jur. 2d Contracts 352, 368 (1991) (It is not necessarily the real intent, but the expressed or apparent intent, which is sought. Indeed, a party's subjective, undisclosed intent is immaterial to the interpretation of a contract. The court will not attempt to ascertain the actual mental processes of the parties in entering into the particular contract; rather the law presumes that the parties understood the import of their contract and that they had the intention which its terms manifest.).
Williston, supra note 8, § 31:4 at 275-77.
Id., § 32:3 at 408; 5 Margaret A. Kniffen, Corbin on Contracts, § 24.6 at 27 (rev. ed. 1998).
Majority op., ¶ 22.
Miller v. Miller, 67 Wis. 2d 435, 442, 227 N.W.2d 626 (1975) (citations omitted), cited with approval in Koenings v. Joseph Schlitz Brewing Co., 126 Wis. 2d 349, 366, 377 N.W.2d 593 (1985), State ex rel. Journal/Sentinel Inc. v. Pleva, 155 Wis. 2d 704, 711, 456 N.W.2d 359 (1990).
Majority op., ¶¶ 3, 36, 43.
Williston, supra note 8, § 31:6 at 313 ("Traditionally, the general rule which prohibits a court from rewriting the parties' agreement while purporting to construe it also precludes the court from adding terms or provisions to the contract. Additional obligations or undertakings may not be imposed upon a party to a contract under the guise or authority of contractual construction.").
Columbia Propane, L.P., v. Wis. Gas Co., 2003 WI 38, ¶ 12, 261 Wis. 2d 70, 661 N.W.2d 776. See also Danbeck, 245 Wis. 2d 186, ¶ 10 (Courts are "to avoid rewriting the contract by construction and imposing contract obligations that the parties did not undertake."); Levy v. Levy, 130 Wis. 2d 523, 533, 388 N.W.2d 170 (1986) ("In the guise of construing a contract, courts cannot insert what has been omitted or rewrite a contract made by the parties."); Jones v. Jenkins, 88 Wis. 2d 712, 722, 277 N.W.2d 815 (1979) ("The court cannot redraft the agreement, but must adopt that construction which will result in a reasonable, fair and just contract as opposed to one that is unusual or extraordinary."); Batavian Nat'l Bank of LaCrosse v. S. & H. Inc., 3 Wis. 2d 565, 569, 89 N.W.2d 309 (1958) ("In the name of construction, courts cannot insert what has been omitted or rewrite a contract made by parties."); Jarvis v. Northwestern Mut. Relief Ass'n, 102 Wis. 546, 549, 78 N.W 1089 (1899) ("Such a construction of the insurance contract would be exceedingly unreasonable, — would add, we may say, something not found in the language used in the contract by any rational construction of it, and would be contrary to all authority on the question.").
Danbeck, 245 Wis. 2d 186, ¶ 10 ("Contract language is ambiguous if it is susceptible to more than one reasonable interpretation."); Dieter v. Chrysler Corp., 2000 WI 45, ¶ 15, 234 Wis. 2d 670, 610 N.W.2d 832 (same); Donaldson v. Urban Land Interests, Inc., 211 Wis. 2d 224, 230-31, 564 N.W.2d 728 (1997) (same); Tempelis v. Aetna Cas. & Sur. Co., 169 Wis. 2d 1, 9, 485 N.W.2d 217 (1992) (same).
Majority op., ¶ 22. Words in a contract are ambiguous when they are susceptible to more than one reasonable interpretation. Just v. Land Reclamation, Ltd., 155 Wis. 2d 737, 744-45, 157 Wis. 2d 507, 456 N.W.2d 570 (1990).
Majority op., ¶ 22.
Williston, supra note 8, § 32:12 at 471-72 ("Ambiguity— the possibility that a word or phrase in a contract might be reasonably and plausibly subject to more than one meaning— frequently occurs in the language used by the parties to express their meaning. Since the language is presumptively within the control of the party drafting the agreement, it is a generally accepted principle that any ambiguity in that language will be interpreted against the drafter.").
Moran v. Shern, 60 Wis. 2d 39, 49, 208 N.W.2d 348 (1973). See also Dieter, 234 Wis. 2d 670, ¶ 15; Tempelis, 169 Wis. 2d at 10; Just v. Land Reclamation, Ltd., 155 Wis. 2d 737, 745, 456 N.W.2d 570 (1990); Capital Invs., Inc. v. Whitehall Packing Co., 91 Wis. 2d 178, 190, 280 N.W.2d 254 (1979); Cent. Auto Co. v. Reichert, 87 Wis. 2d 9, 19, 273 N.W.2d 360 (1978); Strong v. Shawano Canning Co., Inc., 13 Wis. 2d 604, 609, 109 N.W.2d 355 (1961).
Corbin, supra note 13, § 24.27 at 282-83 ("If, however, it is clear that the parties did attempt to make a valid contract and the only remaining question is which of two possible and reasonable meanings should be adopted, the court will often adopt the meaning that is less favorable in its legal effect to the *34party who chose the words. This technique is known as 'contra proferentem.'"). See Donaldson v. Urban Land Interests, Inc., 211 Wis. 2d 224, 230-31, 564 N.W.2d 728 (1997) (applying rule of contra proferentem).
Majority op., ¶ 22.
Williston, supra note 8, § 30:7 at 92-93; Corbin, supra note 13, § 24.30 at 338.
Keane v. St. Francis Hosp., 186 Wis. 2d 637, 649, 522 N.W.2d 517 (Ct. App. 1994).
Danbeck, 245 Wis. 2d 186, ¶ 10 ("The interpretation of an insurance contact is a question of law subject to de novo review."); Dieter, 234 Wis. 2d 670, ¶ 15 ('We review the interpretation of a warranty or any other contract de novo, and in doing so, our primary purpose is to ascertain and give effect to the intent of the parties."); Tempelis, 169 Wis. 2d at 9 ("Contracts of insurance are controlled by the same principles of law that are applicable to other contracts .... The construction of an insurance contract is a question of law which we review de novo.") (quoting Cardinal v. Leader Nat'l Ins. Co., 166 Wis. 2d 375, 382, 480 N.W2d 1 (1992)); Katze v. Randolph & Scott Mut. Fire Ins. Co., 116 Wis. 2d 206, 212, 341 N.W.2d 689 (1984) ("[T]he construction of the words and clauses in an insurance policy is a question of law for the court.").
Majority op., ¶ 22.
Majority op., ¶ 23. Although "courts normally do not interfere with a reasonable management decision concerning staff privileges ... hospitals must adopt rules, regulations, and bylaws concerning procedures for admission to staff membership, and they may not arbitrarily prevent otherwise qualified doctors from exercising staff privileges." Belmar v. Cipolla, 475 A.2d 533, 538 (N.J. 1984) (citation omitted).
Hale v. Stoughton Hosp. Ass'n, Inc., 126 Wis. 2d 267, 276, 376 N.W.2d 89 (Ct. App. 1985).
Keane v. St. Francis Hosp., 186 Wis. 2d 637, 649, 522 N.W.2d 517 (Ct. App. 1994).
Majority op., ¶ 22.
Williston, supra note 8, § 32:5 at 420-21 ("A contract will be read as a whole and every part will be read with reference to the whole. If possible, the contract will be so interpreted as to give effect to its general purpose as revealed within its four corners or in its entirety."), § 32:11 at 464 ("A contract must he construed as a whole and the intention of the parties is to be collected from the entire instrument....").
Tempelis, 169 Wis. 2d at 9; see also McCullough v. Brandt, 34 Wis. 2d 102, 106, 148 N.W.2d 718 (1967) ("In the interpretation of a contract, the contract must be considered as *38a whole in order to give each of its provisions the meaning intended by the parties."); Corbin, supra note 13, § 24.21 at 204 C'[T]he terms of a contract are to be interpreted and their legal effects determined as a whole.").
Bylaw §§ 2.9, 3.2.
Bylaw § 9.2.
Wisconsin Stat. § 102.17(l)(c) governs the licensing of non-attorneys who appear in worker's compensation hearings. It provides:
*41Any party shall have the right to he present at any hearing, in person or by attorney or any other agent, and to present such testimony as may be pertinent to the controversy before the department. No person, firm, or corporation, other than an attorney at law who is licensed to practice law in the state, may appear on behalf of any party in interest before the department or any member or employee of the department assigned to conduct any hearing, investigation, or inquiry relative to a claim for compensation or benefits under this chapter, unless the person is 18 years of age or older, does not have an arrest or conviction record, subject to ss. 111.321, 111.322 and 111.335, is otherwise qualified, and has obtained from the department a license with authorization to appear in matters or proceedings before the department. Except as provided under pars, (cm) and (cr), the license shall he issued by the department under rules promulgated by the department.
Wis. Admin. Code § DWD 80.12(l)(a) (Nov. 2002).
Wis. Admin. Code § DWD 80.12(l)(b) (Nov. 2002).
Wis. Admin. Code § DWD 80.12(l)(c) (Nov. 2002).
See Wis. Admin. Code § DWD 80.14(1) (Nov. 2002).
Unemployment insurance appeals also do not require attorney representation. Wisconsin Admin. Code § 140.02 (Sept. 2000) provides that:
Any party may appear on the party's own behalf at any hearing under this chapter or appear with or by a representative. The representative shall be presumed to have full authority to act on behalf of the party, including the authority to file or withdraw an appeal. The representative shall have authority to act on behalf of the party until the party or the representative terminates the representative's authorization and notifies the department that such representation has ended.
The Department of Workforce Development's website further clarifies that a representative need not be an attorney. See http: //www.dwd.state.wi.us/uibola/BOLA/FAQs/Representation2.htm.
See Wis. Admin. Code § DWD 140.15(1) (Sept. 2000) ("Each party shall be given an opportunity to examine and cross-examine witnesses."); § DWD 140.16(1) (Sept. 2000) (statutory and common law rules of evidence do not apply).
Restatement (Second) of Contracts, § 203(a) (1981). See also Williston, supra note 8, § 32:11, at 453-64; Corbin, supra note 13, § 24.22, at 232-48.
Capital Invs., 91 Wis. 2d at 193 (quoting Bank of Cashton v. LaCrosse County Scandinavian Town Mut. Ins. Co., 216 Wis. 513, 257 N.W. 451 (1934)).
Majority op., ¶ 34.
Majority op., ¶¶ 3, 43.
Majority op., ¶¶ 30, 34
Majority op., ¶ 34.
Majority op., ¶¶ 27-37.
Majority op., ¶ 34.
See, e.g., Lathrop v. Donohue, 10 Wis. 2d 230, 248, 102 N.W.2d 404 (1960); aff'd, 367 U.S. 820 (1961).
Majority op., ¶ 27.
See, e.g., State ex rel. Junior Ass'n of Milwaukee Bar v. Rice, 236 Wis. 38, 53 294 N.W.550 (1940).
Majority op., ¶¶ 3, 36, 39, 41, 43.
Majority op., ¶ 27.
Majority op., ¶¶ 27-41.
Majority op., ¶¶ 28-35.
Majority op., ¶ 41 n.15.
Majority op., ¶ 27.
An interpretation of a contract that could produce unlawful results is not reasonable. Restatement (Second) of Contracts, § 203(a)(1981) ("[A]n interpretation which gives a reasonable, lawful, and effective meaning to all the terms is preferred to an interpretation which leaves a part unreasonable, unlawful, or of no effect."). See also Williston, supra note 8, § 32:11 at 453 ("Consonant with the principle that all parts of a contract be given effect where possible, an interpretation which renders a contract lawful is preferred to those which render it unlawful.").
See also Glendale Prof'l Policemen's Ass'n v. City of Glendale, 83 Wis. 2d 90, 102, 264 N.W.2d 594 (1978) ("[A] contract provision interpreted to permit an employee to violate an ordinance requiring him to live within the city was illegal."); WERC v. Teamsters Local No. 563, 75 Wis. 2d 602, 612-13, 250 N.W.2d 696 (1977) ("Just as a contractual provision to directly violate the law is void, a contractual provision conferring upon a third party the power to interpret the contract in such a manner that a violation will occur is also void.").
See majority op., ¶ 29, citing Jadair Inc. v. U.S. Fire Ins. Co., 209 Wis. 2d 187, 201-02, 562 N.W.2d 401 (1997) (primary purpose of statute preventing the unauthorized practice of law is to protect against inadequate or unethical representation); ¶ 31, citing State ex rel. Reynolds v. Dinger, 14 Wis. 2d 193, 109 N.W.2d 685 (1961) (allowing real estate brokers to complete conveyancing forms because this practice does not pose a danger to the public).
The majority opinion argues that Mr. Kadar cannot be admitted pro hac vice under SCR 10.03(4) and declines to construct an interpretation or create an exception that would allow for his admission for the hearing. Majority op., ¶ 41. It makes little sense that Wisconsin courts can and do allow pro *54hac vice admissions of out-of-state lawyers, including those appearing before this court, but cannot authorize the appearance of an out-of-state lawyer at a peer review hearing. If the rule is the problem, then the rule should be changed. Furthermore, at least one jurisdiction has recognized that a lawyer can be admitted pro hac vice even if not expected to appear in court. See Permission to Practice, Connecticut Law Tribune, Feb. 23, 2004, at 8.