Contributing to Chambers' 2024 Business & Property Court Conference held in Newcastle, Trinity barrister, David Comb delivered a session entitled:
'Stand and Deliver’ - Interpreting Clauses in Commercial Contracts
Everyone likes to have both what is agreed and what is fair. But agreements can be made hastily, or unskilfully. They are always made without perfect foresight of what the future holds. Agreements can therefore lead to consequences that may be considered to be unfair and when deals turn ‘bad’, litigation can follow. In this talk aimed at commercial litigators, David explores the wide and divergent ways the Courts deal with the interpretation of clauses in commercial contracts, including questions around what is “reasonable”, or accords with “business common sense”, or fulfils the “unitary meaning of the document in its full context”.
When dealing with these cases, the tools available to litigators can be illuminated by two modern trends. Firstly, away from what can be called ‘literalism’ and then back toward it. But as the trends and emphasis have changed, the appellate Courts have robustly maintained that the applicable principles have never altered. Coupled with the endless variety of commercial agreements, this is fertile ground for litigators. To illustrate this discussion, David examines the following cases:
- Antaios Compania Naviera SA v Salen Rederierna AB [1985]
- Co-operative Wholesale Society Ltd v. National Westminster Bank plc [1995]
- Investors Compensation Scheme Limited v West Bromwich Building Society [1998]
- Rainy Sky SA and others v Kookmin Bank [2011]
- Arnold v Britton [2015]
- Wood v Capita Insurance Services Ltd [2017]
There is a handout that accompanies the session. If you do not have a copy and would like one, please email stevew@trinitychambers.co.uk.
This recorded seminar and its accompanying notes are made available for educational and information purposes only. The views expressed in it are those of the speaker. The contents do not constitute legal advice and should not be relied on as such. The speaker and Trinity Chambers accept no responsibility for the continuing accuracy of the contents. Contact Trinity Chambers if you have a specific legal query.