Category Archives: Interpretation
Philip Sales, ‘The role of purpose in legislative interpretation: inescapable but problematic necessity’
INTRODUCTION Statutes are expressed in words. Courts interpret and apply statutes according to their proper meaning. But words are not simple building blocks constituted of fixed and unalterable datums of meaning which are put together like Lego bricks to reveal clear and perspicuous meaning of composite sentences. Words have shades of meaning, which becomes determinate […]
Paul MacMahon, ‘The Costs of Contractual Certainty: RTI v MUR Shipping’
ABSTRACT In RTI Ltd v MUR Shipping BV the UK Supreme Court resolved a knife-edge issue of contract interpretation that divided judges and arbitrators. The Court’s decision, which concerns the effect of a force majeure clause, showcases a traditional English approach to the interpretation of mercantile contracts. The case repays close attention for several reasons; […]
Dagan and Gergen, ‘Autonomy, Implication, and Interpretation’
ABSTRACT This Essay develops a liberal theory for one of the most discussed topics of contract law (its rules of interpretation) and one of the most neglected (implication). It considers these topics in tandem because they both address contractual obligations that flow from the parties’ own actions and expressions. We repudiate the traditionalist view, which […]
Kar and Yu, ‘The Contractual Death and Rebirth of Privacy’
ABSTRACT This article proposes for the first time using ‘shared meaning analysis’ – a general method of contract interpretation first introduced by Professors Kar and Radin in ‘Pseudo-Contract and Shared Meaning Analysis’, 132 Harvard Law Review 1135 (2019) – to determine when the text in an online privacy policy contributes a legally enforceable term to […]
Ichiro Kobayashi, ‘Understanding Japanese Contract Law – Contract Formation and Interpretation without an Offer and Acceptance Paradigm’
ABSTRACT This article hypothesizes that the uniqueness of contract formation methods in contemporary Japan, especially in the realm of long-term transactions, might have led to a contractual practice that does not necessarily serve to strengthen the binding force of contracts. Given the characteristics of Japanese society, where ambiguity is preferred in contractual obligations, the use […]
‘Tesco Express and implied terms put paid to firing and rehiring’
The UK Supreme Court interprets contractual provisions, and implies a term, to find in favour of a group of Tesco employees who argued that the supermarket chain was not entitled to fire and rehire them on less advantageous contractual terms. This decision has wider employment ramifications. I will focus on the pure contract law aspects […]
Adam Shaw-Mellors, ‘“Reasonable endeavours” obligations in force majeure clauses’
ABSTRACT This article considers, and welcomes, the decision of the Supreme Court in RTI Ltd v MUR Shipping BV that an obligation to exercise reasonable endeavours in a force majeure clause does not impose a requirement to accept an offer of non-contractual performance. € (Westlaw) Adam Shaw-Mellors, ‘“Reasonable endeavours” obligations in force majeure clauses’, [2024] […]
Willey, Tran, Hinkle and Matthews, ‘Visual Contracts in US Courts’
ABSTRACT Visual contracts are what they sound like: contracts that use graphic elements and text to convey the meaning of an agreement. The visuals can include diagrams, cartoons, maps, flowcharts, timelines, and more. Other scholars have detailed many of the benefits of visual contracts and their adoption has become increasingly common outside the US, with […]
Sopuruchukwu Anih, ‘The Effect of Trade Usages and Practices in International Contracts for the Sale of Goods’
ABSTRACT This paper is aimed towards analyzing the concept and effect of implementing trade usages and practices in international transactions for the sale of goods between private parties. The foundational legal framework for this study is the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG), particularly Article 9 which […]
Smith and Gracheva, ‘Is Fiduciary Loyalty Really Loyalty?’
ABSTRACT Loyalty resides at the core of fiduciary law, but scholars do not agree whether the legal understanding of loyalty (‘fiduciary loyalty’) is informed by non-legal ideas about loyalty (‘ordinary loyalty’). This Article addresses this disagreement empirically using corpus linguistics, a methodology for investigating language usage in systematic collections of texts called ‘corpora’, and concludes […]