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The Interpretation of Contracts offers expert guidance in preparing, advising on and disputing agreements. This work focuses on the core elements of contract law, and the interpretation of contracts in relation to the five core principles of a contract as defined by Lord Hoffman.
COVERAGE
- The 2nd Supplement was published in November 2019
- The 1st Supplement was published in November 2017
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The Main Work was published in December 2015
- This book provides explanation and guidance on the key principles that the court uses when interpreting contracts, through the lens of the five core principles identified by Lord Hoffmann in Investors Compensation Scheme Ltd v West Bromwich Building Society
- The book goes through each component of a contract, setting out the basic proposition, followed by analysis and the most relevant judicial decisions for practitioners.
- Explains how the meaning of a contract can be ascertained.
- Identifies the materials available to aid in the interpretation of contracts, analysing each: the contract document, related documents, drafts, previous agreements, pre-contract agreements and negotiations, and contractual terms.
- Gives background on the impact of law and precedent on interpretation, including the court’s approaches to standard forms such as conveyancing agreements.
- Lays out the golden rule as regards the meaning of words, and its operation in practice through key decisions.
- Covers the circumstances in which terms can be implied and fulfilled, including important developments following the Belize Telecom case, and the extent to which entire agreement clauses preclude the implication of terms.
- Looks at the rules of construction, including the consideration of a clause in the context of a whole document, the addition of special conditions to a standard form of contract and the relationship of general and special provisions.
- Explains the meaning and operation of patent and latent ambiguity and their effects on the contract, as well as uncertainty, mistake and inconsistencies.
- Explores the impact of Rainy Sky SA v Kookmin Bank and subsequent cases regarding ambiguity and ‘business common sense’.
- Considers the preliminary parts of a deed (everything preceding the habendum), analysing in-depth the effect of recitals.
- Reviews the subject matter of a contract, such as the inclusion or otherwise of a parcel or land, admissible evidence to identify the subject matter, evidence of physical features and plans.
- Covers exclusion clauses, including indemnity, time-bar and non-reliance clauses, and the exclusion of rights and remedies; and force majeure clauses.
- Considers the inclusion of certificates, consents and deeming clauses
- Analyses issues of time stipulation and punctuality, in contracts such as mercantile and conditional contracts.
- Explains conditions and conditional contracts, including the impact of Jet2 v Blackpool Airport on best endeavours obligations.
- Discusses in detail clauses relating to penalties, termination and forfeiture.
- Assesses the dispute resolution options in the context of contract interpretation, including choice of law and scope of jurisdiction clauses.
NEW FOR THIS EDITION
- The book takes in more than 200 new cases since the 5th edition, including key decisions like Jet2 v Blackpool Airport, Belize Telecom and RainySky
- Updates the reader on key developments regarding cutting-edge issues like misnomer, contractual discretions, the effect on interpretation of the Human Rights Act, the curing of ambiguity by election of one party, and more.
