Construction of Contracts

This exciting new practitioner-orientated text provides a clear and comprehensive account of the legal principles and doctrines which come into play whenever the parties disagree about the meaning and effect of the contractual words. Most commercial transactions, from the supply of goods of services to the sale of a business, are reduced to writing. In most cases this entails that the deal is recorded in clear and certain terms for the parties to perform. Nevertheless written contracts are abundant with disputes about the meaning and effect of particular words and phrases.

Although the common law principles and techniques of construction are of long ancestry, they have recently come to greater prominence as judges have self-consciously sought to modernise the approach to the interpretation of contractual instruments. This work provides a new and refreshed account of the principles involved, focusing on the practitioner's needs, tackling modernisation head on and equipping readers with the necessary means to avoid pitfalls in contractual provisions.

The coverage extends to related rules and doctrines, including rectification and implication of terms, and consideration of the status of the controversial 'parol evidence rule'. The book also considers the nature of effect of particular species of contractual provision, including warranties and indemnities, exemption clauses, 'force majeure' clauses and 'entire agreement' clause.

Contents:
PART I: GENERAL PART
1. Principles & Policies
2. Theoretical & Comparative Perspectives
3. Objective Principle of Construction
4. Internal Context: The Whole Contract Approach
5. External Context: Surrounding Circumstances, 'Matrix and 'Parol Evidence'
6. Standard Form Contracts, Public Policy & the Realm of Strict Construction
7. Presumptions
8. Maxims
9. New Horizons: Good Faith, Contractual Discretions & Human Rights
PART II: RELATED DOCTRINES
10. Implication by Law: General Default Rules
11. Implication in Fact: Ad hoc Gap-fillers
12. Custom & Usage
13. Technical & Legal Language
14. Formation & Certainty
15. Incorporation of Terms
16. Parties, Third Party Effects & Clauses Precluding Assignment
17. Rectification & Correcting Mistakes through Construction
18. Common Assumptions, Estoppel by Convention & Estoppel by Deed
19. Construction & Mistake as a Visiting Factor
PART III: PARTICULAR CONTRACTUAL PROVISIONS
20. Conditions, Warranties & Indemnities
21. Exemption Clauses
22. Change of Circumstances & 'Force Majeure' Clauses
23. Modification of Remedies: Express Termination, Liquidated Damages & No Set Off Clauses
24. Integrity of the Instrument: 'Entire Agreement' and 'Non-reliance' Clauses
PART IV: RULES RELATING TO WRITTEN CONTRACTS
25. Status of Instruments: Forgeries, Deliberate Alteration, Non est Factum
PART V: CONSTRUCTION AND PRACTICE
26. Evidence: Documents, Originals & Copies