Category Archives: Interpretation

Winkelmann, Glazebrook and France, ‘Contractual Interpretation’

INTRODUCTION “We start with some general points about the interpretation of contracts, before discussing in more detail the methodology of interpretation and, in particular, the modern purposive approach to interpretation with its greater use of extrinsic aids to interpretation. Relevant differences between colloquium jurisdictions are highlighted and similarities to and differences from the position in […]

‘Case Comment: Tillman v Egon Zehnder Ltd [2019] UKSC 32′

“Mark Greaves, a barrister at Matrix Chambers, comments on the decision in Tillman (Respondent) v Egon Zehnder Ltd (Appellant) [2019] UKSC 32 which was handed down on 3 July 2019. The judgment is the first employee competition case to be heard by the Supreme Court in 100 years and provides important clarification on the ‘validity […]

Frederick Wilmot-Smith, ‘Term Limits: What is a Term?’

ABSTRACT Contracts are constituted by their terms. The concept of a term has not received any theoretical attention. I present an analysis arguing that there are important normative reasons to attend to the conceptual analysis: unsound ideologies can be rooted out and the debate on contractual interpretation can be put on a surer foundation. € […]

David McLauchlan, ‘A Sea Change in the Law of Contract Interpretation?’

ABSTRACT This article challenges the recent extra-judicial argument of Sir Geoffrey Vos, Chancellor of the High Court of England and Wales, that there has been a ‘distinct sea change’ in the law of contract interpretation as a result of the UK Supreme Court’s decisions in Rainy Sky SA v Kookmin Bank, Arnold v Britton and […]

Ewan McKendrick, ‘Doctrine and Discretion in the Law of Contract Revisited’

ABSTRACT Professor Sir Guenter Treitel has been one of the most influential scholars in the recent history of English contract law. This article revisits his inaugural lecture at the University of Oxford in which he discerned a movement from doctrine to discretion in the English law of contract. It concludes, by reference to issues considered […]

Special Issue of Statute Law Review on Adjudication

Special Issue on Adjudication: What Gives Meaning to Statutory Rules and Constitutional Provisions? (Christopher Walshaw) Recent Developments in Statutory and Constitutional Interpretation (Christopher Walshaw) Ordinary Meaning and Empiricism (Brian G Slocum) Law as Narrative: Narrative Interpretation and Appropriation as an Element of Theft (Steven Cammiss) The Principle of Legality and Legislative Intention (Robert French) Legislative […]

Joshua Silverstein, ‘Contract Interpretation Enforcement Costs: An Empirical Study of Textualism Versus Contextualism Conducted Via the West Key Number System’

ABSTRACT This Article sets forth an empirical study of a central issue in the judicial and academic debate over the optimal method of contract interpretation: Whether ‘textualism’ or ‘contextualism’ best minimizes contract enforcement costs. The study measured enforcement costs in twelve ways. Under each of those measures, there was no statistically significant difference in the […]

Jeremy McClane, ‘Boilerplate and the Impact of Disclosure in Securities Dealmaking’

ABSTRACT Capital markets deals, like many kinds of business transactions, are built on a foundation of copied and recycled language – what many call boilerplate. Regulators and the bar periodically call for less reliance on boilerplate, but despite these pressures, boilerplate remains a fixture of ever-growing securities disclosures. This Article explores why boilerplate persists and […]

Aditi Bagchi, ‘Interpreting Contracts in a Regulatory State’

ABSTRACT Some scholars would limit courts to the text of written agreements when interpreting contracts on the theory that parties meant what they said, and said what they meant. Other scholars would have courts take into account the factual context surrounding contract formation. Both sides of this debate assume that contract interpretation is largely limited […]

Adam Perry, ‘Strained Interpretations’

ABSTRACT Judges often give statutes strained interpretations. What makes an interpretation strained? What, if anything, justifies a strained interpretation? Is there always a point past which an interpretation would be too strained, or are there some interpretations which judges are entitled to adopt, whatever a statute says? I claim to answer all of these questions. […]