Principles of Contractual Interpretation (Paperback)

Written with the busy practitioner in mind, Principles of Contractual Interpretation offers a concise and authoritative guide to this complex area of commercial law. The authors distil the rules for constructing and interpreting contracts into ten core principles, each explored in its own chapter and illustrated with case law that shows how the principle operates in practice.

Now in its third edition, the book has been thoroughly revised to reflect eight years of developments in case law, considering landmark decisions such as Wells v Devani, Tesco v USDAW, Barton v Morris, Tinkler v HMRC, and FSHC Group Holdings Ltd v Glas Trust Corporation Ltd. New sections examine the enforceability of implied terms, the scope of rectification, purposive interpretation, and the role of good faith and entire agreement clauses.

With expanded coverage and updated commentary, this edition remains an indispensable resource for lawyers, judges, and anyone involved in drafting or litigating commercial contracts.

Key Features:

• Provides clear and concise guidance on approaching issues of interpretation in commercial contracts
• Defines ten key principles of contractual interpretation, with discussion of their practical effect
• Discusses related concepts, including implied terms, rectification, and estoppel by convention

New to this Edition:

• Reflects eight years of case law development, with substantial updates to all chapters
• Addresses key decisions from UK courts and the broader commonwealth including Wells v Devani, Tesco v USDAW, Barton v Morris, FSHC Group Holdings Ltd v Glas Trust Corporation Ltd and Tinkler v HMRC
• Includes expanded commentary and case law on implied terms and rectification

About the Authors:

Richard Calnan is a partner at Norton Rose Fulbright LLP in London and an Honorary Professor at University College London. His practice involves a broad range of corporate and financial transactions, restructurings, and insolvencies. He has written a number of books, articles, and chapters on commercial law, including Proprietary Rights and Insolvency (2nd edn, OUP 2016) and Principles of Statutory Interpretation (OUP 2023).

Paul S. Davies is Professor of Commercial Law at University College London and a Barrister at Essex Court Chambers. He was previously a Fellow of Gonville and Caius College, Cambridge, and St Catherine's College, Oxford. Paul has also worked at the Law Commission. In 2020, Paul was awarded a Philip Leverhulme Prize in Law, which 'recognises the achievement of outstanding researchers whose work has already attracted international recognition and whose future career is exceptionally promising'.

Prologue
I. The Guiding Principle
1:Principle 1: Objective Intention
II .Text and Context
2:Principle 2: The Text
3:Principle 3: The Whole Text
4:Principle 4: The Context
III. Understanding Words
5:Principle 5: Natural Meaning
6:Principle 6: Ambiguity
7:Principle 7: Unnatural Meaning
IV Adding Words
8:Principle 8: Implied Terms
V Changing Words
9:Principle 9: Rectification
10:Principle 10: Estoppel by Convention
Epilogue, Principles of Drafting, An Interpretation Clause