Category Archives: Interpretation

Heimer v Companion Life Insurance Co – Sixth Circuit Invokes Contra Proferentem as Default Rule for Resolving Ambiguous Contract Provisions’

“In Heimer v Companion Life Insurance Co, the Sixth Circuit purported to rule on the by-now venerable question of ‘whether a contract should mean what it says’. The panel majority answered this question in the affirmative by finding a disputed insurance policy provision unambiguous. And yet, perhaps to assuage any possible doubt, the majority also […]

‘Is de-Hoffmannisation now complete?’

“Last month Edwin Peel came to talk to us about developments in contract law. A chunk of the presentation was about interpretation and what he coined its ‘de-Hoffmannisation’. We now know, following Wood v Capita, that: ‘The court’s task is to ascertain the objective meaning of the language which the parties have chosen to express […]

Giuseppe Bellantuono, ‘Comparing Contexts: Technical Standards and Contract Law’

Abstract … In this chapter, I argue that the goal should not be to identify a unified framework for contextual analysis, but to clearly define the relationship among different contextual methodologies. In order to show where such research agenda could lead, I delve into the interplay between contract law and standardization regimes in the EU […]

Brian Slocum, ‘Ordinary Meaning and Empiricism’

Abstract Statutory interpretation involves an interpreter determining the meaning of the text on the basis of various interpretive tools, all of which relate to the meaning of the words and their composition in light of the relevant context. Recently, with the increasing availability of scientific research tools such as corpus linguistics, advocates of such methods […]

Alan Scott Rau, ‘Arbitrators and the Interpretation of Contacts’

Abstract I suspect that most issues of ‘contract interpretation’ call for the application of what Stefan Vogenauer has termed ‘universal hermeneutic truths’ – that is, the search for meaning by going no further than ‘common sense’ and how language is ‘commonly and naturally deployed’. The arbitrator does this not only by ‘worrying’ the text of […]

Dan Wielsch, ‘Contract Interpretation Regimes’

Abstract Freedom of contract requires the integrity of social institutions that ensure the preconditions for private autonomy. This has been largely ignored by a private law doctrine that works on the assumption of the state being the supplier of background justice. The article argues for an institutional turn in contract interpretation. Depending on whether contracts […]

Hwang and Jennejohn, ‘Deal Structure’

Abstract … This Article builds upon that pioneering work to make two contributions to the literature. First, it provides the first comprehensive account of structural complexity in modern contracting, and explains how modern contract designers use structure to advance their goals. Second, it shows how the design of contract structure can influence interpretation. Contracts have […]

John Eldridge, ‘“Surrounding Circumstances” in Contractual Interpretation: Where are we Now?’

Abstract For several decades, the High Court’s pronouncements on the subject of contractual interpretation have generated confusion in intermediate appellate courts and caused considerable academic debate. The key difficulty relates to the question of when recourse may be had to evidence of ‘surrounding circumstances’ as an aid to construction. In particular, a controversy has emerged […]

Dimitrios Kyritsis, ‘Interpreting Legislative Intent’

Abstract Recent developments in the philosophy of language have revived philosophical interest in statutory interpretation. In particular, they have lent renewed support to the idea that legislative intent is a factual notion that determines the content of statutory law. The aim of this paper is to criticize this kind of ‘factual’ view of legislative intent. […]

Leonard Hoffmann, ‘Language and lawyers’

Introduction Do lawyers interpret the use of language differently from the way other people do? Do they have special rules of interpretation by which users of language are understood to mean something different from what would be understood by the ordinary person? There was a time when this was certainly true. But my purpose in […]