McMeel on The Construction of Contracts: Interpretation, Implication, and Rectification

Now in its third edition, this authoritative work on the construction of contracts is an invaluable resource for legal practitioners and academics seeking to understand the legal principles involved in contract interpretation as well as the current trends in the neighbouring topics of implied terms and rectification. The third edition continues its principle-by-principle coverage of the main elements of contractual construction with reference to recent case law. Recent major construction of contract cases are discussed, including the UK Supreme Court decisions of Rainy Sky v Kookmin Bank (2011), Arnold v Britton (2015), the Lloyds Bank Bonds case (2016), and Wood v Capita Insurance Services (2017). Guidance is provided on balancing text, context, common sense and commercial purpose. The discussion of the implication of terms reflects the sceptical treatment of Belize Telecom (2009) in the Marks & Spencer case (2015). The issue of rectification addressed in detail in the new edition, reflecting the law's state of flux in this area with cases such as Daventry (2011), Cherry Tree v Landmain (2012) and Tartsinis v Navona (2015). The role of good faith is discussed with reference to Leggatt J in Yam Seng (2014) and the Court of Appeal in MSC Mediterranean Shipping v Cottonex (2016). Agreed damages clauses are revisited in the light of the reining in of the penalty rule in Cavendish v Makdessi (2016). There is consideration of Prime Sight v Lavarello (2013) and the Privy Council's reflections on contractual estoppel. Providing practical guidance on how courts would interpret contractual terms with reference to recent commercial contract litigation, this is the essential reference work for all commercial and corporate lawyers, both litigators and those negotiating and drafting deals.

1: Principles and Policies 2: Theoretical and Comparative Perspectives 3: The 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, and the Realms of Strict Construction and Strict Compliance 7: Presumptions 8: Maxims 9: New Horizons: Good Faith, Contractual Discretions, and Human Rights 10: Implication by Law: General Default Rules 11: Implication in Fact: Ad Hoc Gap-fillers 12: Custom and Usage 13: Technical and Legal Language 14: Formation and Certainty 15: Incorporation of Terms 16: Parties, Third Party Effects, and Clauses Precluding Assignment 17: Rectification and Correcting Mistakes through Construction 18: Common Assumptions, Estoppel by Convention, and Estoppel by Deed 19: Construction and Mistake as a Vitiating Factor 20: Conditions, Warranties, and Indemnities 21: Exemption Clauses and Unfair Contract Terms 22: Change of Circumstances and Force Majeure Clauses 23: Modification of Remedies: Express Termination, Retention of Title and No Set-off Clauses 24: Payment: Penalties, Liquidated Damages and Acceleration Clauses 25: Time Stipulations 26: The Integrity of the Instrument: Entire Agreement and Non-reliance Clauses 27: The Status of Instruments: Forgeries, Deliberate Alteration, Non est factum, and Shams 28: Evidence: documents, originals and copies