Category Archives: Interpretation
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 […]
‘Houssein and Others v London Credit Limited and Another [2024] EWCA Civ 721′
On 28 June 2024, the Court of Appeal handed down Judgment in Houssein & Others v London Credit Limited & Another [2024] EWCA Civ 721, an appeal concerning penalties, the interpretation of a facility letter, and costs orders following trial. Gary Cowen KC and Edward Blakeney, with Alexander Hutton KC, instructed by Hugh Cartwright & […]
Gregory Klass, ‘A Short History of the Interpretation-Construction Distinction’
ABSTRACT This document collects for ease of access and citation three of my posts on the New Private Law Blog, which chart the conceptual history of the interpretation-construction distinction. The posts begin with Francis Lieber’s 1939 introduction of the concepts, then describes Samuel Williston’s 1920 account of the distinction in the first edition of Williston […]
Olli Norros, ‘On the Application of the Rule of Ambiguity in Business Contracts’
ABSTRACT The overriding objective in contract interpretation under Finnish law is to identify the common intent of the parties concerned. However, if the common intention of the parties cannot be traced and it is difficult to find subjective understandings of either party as being better reasoned than those of the opposing party, a secondary set […]
Marc Moore, ‘Commercial Common Sense in Contract Interpretation: A Legal Realist Analysis’
ABSTRACT The forthcoming UK Supreme Court decision in Union of Shop, Distributive and Allied Workers (‘USDAW’) v Tesco Stores is eagerly awaited throughout the legal community. For labour lawyers, the case provides a valuable opportunity to interrogate the legality of the controversial ‘fire and rehire’ practices that have become a constant of the industrial relations […]
Christopher Drahozal, ‘Third-Party Boilerplate Providers and Contractual Black Holes’
ABSTRACT This paper considers how the theory of contractual black holes – as developed by Stephen J Choi, Mitu Gulati, and Robert E Scott – might apply to boilerplate contract terms from third-party boilerplate providers. Third-party boilerplate providers, such as trade associations and form sellers, are more likely to be not-for-profit entities and provide industry-standard […]
Nick Sage, ‘Reconciling Contract Law’s Objective and Subjective Standards’
ABSTRACT Although the common law of contract is often said to favour ‘objectivity’, it sometimes seems to adopt a ‘subjective’ standard. The apparent tendency to switch between rival standards troubles many contract scholars. In response, some seek to vindicate objectivity alone as the one true standard. Others propose a single abstract theoretical rationale that can […]