By: Lord Justice Lewison
Series: Contract Law Library
Practice Area: Contract Law
Published by: Sweet & Maxwell
Author: Lord Justice Lewison
Publication Date: 31 Dec 2020
- The structure is very straightforward: a general proposition is followed by more detailed explanation with generous quotation from judgments.
- The scope keeps to the principles that the courts deploy in interpreting contracts, and is thus of direct, practical relevance to barristers.
- The style of approach is practical rather than theoretical. It is designed for the busy practitioner.
- The coverage includes all the cases of importance in interpreting contracts (including many that are unreported).
- 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.
- It 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 courtâs 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.
- Assesses the dispute resolution options in the context of contract interpretation, including choice of law and scope of jurisdiction clauses
- 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 âbusiness common senseâ.
- 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 of 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.
- Close to 200 new cases considered
- A completely rewritten Chapter 1 giving an overview of contractual interpretation
- A return to the traditional approach to the implication of terms
- A new balance between the natural meaning of words in context and wider aspects of commercial common sense
- A reformulation of the validation principle
- Supreme Court discussion of the prevention principle in Duval v 11-13 Randolph Crescent Ltd
- The division of the text into smaller paragraphs which will make it easier to sea
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