Private Law Theory

ABSTRACT
Contract interpretation occupies a central and persistently unstable position in English private law. Since Investors Compensation Scheme v West Bromwich Building Society, courts have formally rejected literalism while continuing to rely on proxies of objectivity – textual primacy, commercial common sense, and the reasonable observer – to constrain judicial discretion. The result is not methodological coherence but managed indeterminacy: a system capable of producing plausible outcomes ex post while offering limited ex ante guidance to contracting parties. This paper addresses that condition across three distinct but interconnected audiences.

Dimitrova, Eleonora, Contract Interpretation in English Law: Doctrinal Analysis, Practical Guidance, and Student Exercises (January 2, 2026).