Private Law Theory

ABSTRACT
The paper revisits the leading judgment in Vandervell v IRC and demonstrates that the judicial reasoning fails to take into account the nature of option and construed it against the specific statute. By applying the method of classification, the paper demonstrates the nature of an option agreement as a sui generis. A construction of an option in part of commercial arrangement requires a two-stage classification: first, to identify obligations and rights, and second, to categorize the obligations and rights. The implications of the explanatory exercise placed the case law in a comparative context in demonstrating the interpretation of option as sui generis. The paper argues that categorization can achieve a coherent principle and certainty in the outcome of contractual interpretation, particularly given the evolving relationship between private law and positive law.

Hsiao, Mark Wen-Hu, Revisiting Vandervell v IRC: Classification of the Option and Implications (June 8, 2018), (2018) 33 (11) Journal of International Banking Law and Regulation 397-405.