Contract Interpretation (LAWS70335)

The law of contract interpretation is one of the most practically important areas of commercial law. In recent years, interpretation disputes have come to dominate contract litigation. Because views can differ as to basic questions — such as whether particular words have a plain meaning, and what ‘commercial sense’ dictates in a given situation — the outcome of these cases is often difficult to predict. This subject will study the core principles of contract interpretation in Australian and English law. It will also examine the closely related principles concerning implied terms, rectification and estoppel by convention. Current issues and controversies will be considered. The common law approach to contract interpretation will be compared with those adopted in important international instruments such as the United Nations (UN) Convention on Contracts for the International Sale of Goods. The lecturer is a former commercial practitioner who has taught contract law for many years and has published widely on relevant topics.

This subject will examine the principles governing the interpretation of commercial contracts, and the closely related principles concerning implied terms, rectification and estoppel by convention.

Principal topics include:

• The place of interpretation in the law of contract
• The modern approach to interpretation
• The core principles of interpretation
• The availability and relevance of extrinsic evidence
• The identification of implied terms
• The equitable remedy of rectification
• Estoppel by convention
• A comparison between the common law principles of contract interpretation and those of international instruments such as the United Nations (UN) Convention on Contracts for the International Sale of Goods, the Unidroit Principles of International Commercial Contracts and the Principles of European Contract Law.