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SUMMARY:Why is it so hard to interpret a contract? - Professor David Yates
DTSTART:20130313T160000Z
DTEND:20130313T170000Z
UID:TALK43902@talks.cam.ac.uk
CONTACT:Joanna Laver
DESCRIPTION:Potentially there are three stages in the construction of a wr
 itten contract corresponding to identification of context (and terms)\, de
 termining the meaning and legal effect of a contract and the application o
 f the contract and the factual circumstances which have arisen.  There is 
 much more to contract construction than a search for meaning.  It is neces
 sary to distinguish between analysis of principles of commercial construct
 ion and analysis of contract doctrine applied by construction.  What a con
 tract means is conceptually distinct from its effect as a matter of law.  
 Although the legal effect of a contract is a matter of intention which is 
 often determined by construction\, the main role of construction is to app
 ly contract doctrine.\n\nConstruction is a specialised process.  The const
 ruction of any contract\, or communication in connection with a contract o
 r proposed contract\, is affected by legal rules.  There is no reason to e
 xpect the construction process to be supported by any particular theory of
  language or communication.  Equally there seems little doubt that some of
  the problems in construction as a legal subject stem from adherence to ou
 tdated notions about language and communication.  An obvious example is th
 e fascination of the law with “plain meaning”.  This paper explores\, 
 in particular\, one aspect of this difficulty and that is the attempts tha
 t have been made by Lord Hoffmann\, commencing with his speech in the case
  of Investors Compensation Scheme Ltd v West Bromwich Building Society [19
 98] 1 WLR 896 to provide some guidance in this difficult area.  Lawyers ne
 ed to understand\, since it is often forgotten\, that most agreements work
  and as a matter of commercial reality\, it would behove lawyers well to s
 pend more time focusing on what it is that makes agreements work\, rather 
 than what to do when they do not.  This can be a highly technical area ens
 nared by a morass of case law.  The subject is too vast and it would\, ind
 eed\, be inappropriate\, to undertake a review of that case law in this pa
 per.  Instead it concentrates on a particular aspect of contract construct
 ion in an attempt to highlight where the law may have taken something of a
  wrong turning.  A list of the cases discussed and any relevant quotations
  from authority will be distributed at the seminar.\n
LOCATION:Mill Lane Lecture Room 7
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