INTRODUCTION
‘[O]ne of the most fundamental principles’ of English contract law is that the parties’ rights and obligations are determined objectively (the objectivity principle). Whether the parties have formed an agreement, what the terms of that agreement are, and whether they intended for it to be legally binding ‘depends not upon their subjective state of mind, but upon a consideration of what was communicated between them by words or conduct’. When interpreting written contracts, the objectivity principle means courts are concerned to ascertain ‘the meaning which the document would convey to a reasonable person having all the background knowledge which would reasonably have been available to the parties in the situation in which they were at the time of the contract’. The parties’ subjective beliefs about what they thought the terms meant are irrelevant …
€ (Westlaw)
Jordan English and Viktoria Winzer, ‘The interpretation of oral contracts’ (2026) 142 Law Quarterly Review (July) 430-450
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