Principles of Contractual Interpretation | 2nd Edition

Written with the busy practitioner in mind, this concise and insightful book sets out the principles that guide the courts in interpreting contracts.

Each principle is covered in its own dedicated chapter, supported by case law which illustrates how the principle works in practice and in its wider context. In addition to interpretation of contracts, the book also considers the implication of terms, rectification, and estoppel by convention.

This new edition considers the implications of key decisions of the Supreme Court in Arnold v Britton and Marks & Spencer v BNP Paribas, and BNY Mellon v LBG Capital. Other writing, including from judges writing extra-judicially, is also analysed.

This book provides an invaluable reference for lawyers drafting, interpreting and litigating on contracts.

• Re-evaluates and distills the rules of the construction of contracts.
• Clearly sets out ten principles for interpretation of contracts, with discussion of their practical effect.
• Discusses related concepts, including implied terms, rectification, and estoppel by convention.

New to this Edition:

• Addresses key decisions of the Supreme Court in Arnold v Britton, Marks & Spencer v BNP Paribas, and BNY Mellon v LBG Capital, which signaled a substantial change in approach.
• Includes discussion of the Makdessi v Cavendish Supreme Court case on penalties.
• Covers important recent commentary on contractual interpretation, particularly extra-judicial writing by judges.
• Fully updated to include new case law.

Table of Contents
0:Prologue
I  The Guiding Principle
1: Principle 1: Objective Intention

II Text and Context
2:Principle 2: The Text
3:Principle 3: The Whole Text
4:Principle 4: The Context

III Understanding Words
5:Principle 5: Natural Meanings
6:Principle 6: Ambiguities
7:Principle 7: Unnatural Meanings

IV Adding Words
8:Principle 8: Implied Terms

V Changing Words

10:Estoppel by Convention
Epilogue: Epilogue, Principles of Drafting, An Interpretation Clause