Interpretation of Contracts

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Description
It is now over 30 years since I first embarked upon attempting to provide a modern account of the interpretation of contracts. I have been gratified by the warm reception that successive editions have received among practitioners; and its occasional approval in court. It has been a very educational journey for me. The aim of this book remains constant. I do not advance a grand theory of interpretation. I seek to gather together the principles of interpretation that the courts have laid down, in the hope of providing the practical lawyer with a source book of arguments that will advance the client's cause. I hope that this commentary will not increase doubt and ignorance, as Montaigne feared. In the preface to the last edition of this book I commented that there was a tension between a decision of the Supreme Court which had emphasised the primacy of the contractual language over background facts on the one hand, and the repeated statements that contractual interpretation is an iterative exercise which requires consideration of the commercial  consequences of rival interpretations. To the surprise of many, the Supreme Court subsequently confidently denied that there was any tension between these two approaches.' It is notable that in Wood v Capita the recent history of contractual interpretation was traced from Rainy Sky2 rather than from Lord Hoffmann's restatement in Investors Compensation Scheme. And in Marks & Spencer v BNP Paribas,' the Supreme Court pulled back from Lord Hoffmann's elegant analysis of the implication of terms. The processes of  interpretation and implication are now seen by the Supreme Court as connected but sequential processes. To the outsider it appeared that much of Lord Hoffmann's outstanding contributions to contractual interpretation was being sidelined. Partly for that reason this edition contains an entirely new Ch.1, which can no longer rest solely on the foundations that Lord Hoffmann laid in Investors  Compensation Scheme. Yet, at the same time, the Supreme Court has in other cases amalgamated the two processes of interpretation  and implication, in claiming to interpret a contract by relying on words that were never expressed, and even bringing body language into the process of interpretation. So despite the confident denial, it is the view of this commentator at least, that the tension still remains.
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Contents
Chapter 1 : An Overview
Chapter 2 : The Purpose of Interpretation
Chapter 3 : The Materials Available
Chapter 4 : Law and Precedent
Chapter 5 : The Manning of Words
Chapter 6 : Implied Terms
Chapter 7 : The Conons of Construction
Chapter 8 : Ambiguity and Uncertainty
Chapter 9 : Mistake and Inconsistencies
Chapter 10 : Preliminary Parts of a Contract
Chapter 11 : The Subject Matters of the Contract
Chapter 12 : Exemption Clauses
Chapter 13 : Force Majeure Clauses
Chapter 14 : Certificates, Consents and Deeming Clauses
Chapter 15 : Stipulations as to Time
Chapter 16 : Conditions and Conditional Obligation
Chapter 17 : Penalties, Termination and Forfeiture Clauses
Chapter 18 : Dispute Resolution
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Author Details
Sir KIM Lewison, A Lord Justice of Appeal