Contract Interpretation (LAWS70335)

Contract interpretation is one of the most important topics in 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 outcomes of these cases can be 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:

• Contemporary approaches to interpretation
• The availability and relevance of extrinsic evidence
• Comparison between the common law principles of contract interpretation and those of international instruments such as the UNIDROIT Principles of International Commercial Contracts
• The role of contractual purposes
• The role of commercial commonsense
• Plain meaning, absurdity and unreasonableness
• The interpretation of limitation of liability clauses
• Implied terms
• The equitable remedy of rectification
• Estoppel by convention