“Contract language is often recycled. The same words get reused in separate transactions between different parties. Generally speaking, the fact that different parties use the same boilerplate does not entail that those words should receive the same judicial interpretation in each transaction. Parties’ prior dealings, what they said during negotiations, local usages, the structure of the agreement as a whole, and other contextual factors can all affect their objectively reasonable understanding of boilerplate language. The correct interpretation of a contractual writing is therefore in most cases properly understood as a question of fact and ‘does not become imbued with stare decisis effect just because a judge made it’ …” (more)
[Gregory Klass, Oxford Business Law Blog, 22 January]
First posted 2020-01-22 07:44:05
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