Elements of Contract Interpretation

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Elements of a Contract

Your email has been sent. Interpretation of Contracts, The. Paperback, eBook - ProView. This book provides explanation and guidance on the key principles that the court uses when interpreting contracts, through the lens of the five core principles identified by Lord Hoffmann in Investors Compensation Scheme Ltd v West Bromwich Building Society The book goes through each component of a contract, setting out the basic proposition, followed by analysis and the most relevant judicial decisions for practitioners.

Explains how the meaning of a contract can be ascertained. Identifies the materials available to aid in the interpretation of contracts, analysing each: Lays out the golden rule as regards the meaning of words, and its operation in practice through key decisions. Covers the circumstances in which terms can be implied and fulfilled, including important developments following the Belize Telecom case, and the extent to which entire agreement clauses preclude the implication of terms.

Looks at the rules of construction, including the consideration of a clause in the context of a whole document, the addition of special conditions to a standard form of contract and the relationship of general and special provisions. Explains the meaning and operation of patent and latent ambiguity and their effects on the contract, as well as uncertainty, mistake and inconsistencies. Considers the preliminary parts of a deed everything preceding the habendum , analysing in-depth the effect of recitals. Reviews the subject matter of a contract, such as the inclusion or otherwise of a parcel or land, admissible evidence to identify the subject matter, evidence of physical features and plans.

Elements of Contract Interpretation - Oxford Scholarship

Covers exclusion clauses, including indemnity, time-bar and non-reliance clauses, and the exclusion of rights and remedies; and force majeure clauses. Plaintiffs did not have a claims for the breach of the duty of good faith and fair dealing, because the assertion of valid rights under an enforceable agreement does not give rise to such a claim just because the assertion of those rights adversely impacts the parties against whom the rights are asserted.

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The tortious interference with contract claim made the the Plaintiffs was also dismissed. A lender exercising its rights to collateral under a standard commercial financing arrangement ordinarily has justification for its actions, and the plaintiff make something more than conclusory allegations about justification.

There was no fiduciary duty under the loan agreement. The lender had not stepped into the shoes of the majority shareholders by exercising its rights under the loan agreement. The Court granted leave to the Plaintiffs, however to make derivative claims against the lender. It permitted Plaintiffs to assert these claims because a receiver had been appointed for the corporation and he had stated that he would not pursue claims for economic reasons.

After a thorough discussion of the elements of a valid contract, the Court found that the letter lacked mutual assent as to material elements necessary to create an enforceable contract, including the price to be paid, identification of the parties, and the subject matter of the contract. The letter merely expressed the intent and desires of the parties, rather than their agreement.

Nor could plaintiff proceed on its promissory estoppel claim, as North Carolina recognizes that doctrine only in limited, defensive situations.

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The Court interpreted an earnout provision in an asset purchase agreement, which called for the application of Delaware law. This was more than the defendant would have had to pay if the earnout target had been met, and it appeared both parties agreed that it had not been met. The Court was, once again, called upon to interpret the obligations of the parties under the National Tobacco Grower Settlement Trust. The issue here was whether the parties had reached an agreement by which defendant was to pay fees to plaintiff for managing an advertising program.