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Description
This fourth edition is an authority on the construction of contracts. It uniquely encompasses all the principal techniques by which the meaning and effect of agreements are ascertained: the interpretation of express language, the implication of terms, and the rectification of documents. The general principles of interpretation and the implication of terms implied in fact-or gap-fillers-have been relatively settled in the period since the last edition. Meanwhile terms implied in law, or general default rules, have come to the forefront in a sequence of Supreme Court judgments, including Wells v Devani, Triple Point Technology Inc v PTT, Barton v Morris, and Philipp v Barclays Bank, which have emphasized their role in providing transactional templates and setting minimum standards. Likewise, this edition explores the changes to the principles of common mistake rectification, analysing the impact of the Court of Appeal in FSHC Group Holdings v Glas Trust, and the Supreme Court in RMT v Nexus.The fourth edition further explores how the contra proferentem principle has become unfashionable in the eyes of English judges, and has been superseded by the more muscular clear words principle, in respect of exemption clauses, force majeure, and more generally. Brand new chapters discuss restriction of variation ('no oral modification') clauses, in the wake of MWB v Rock Advertising, and dispute resolution agreements, after Enka v Chubb. The text addresses cases that emerged in the context of Brexit, the Covid-19 pandemic, and renewed international conflicts and the accompanying sanctions. McMeel on the Construction of Contracts continues to be an essential reference work for commercial and corporate lawyers, both litigators and those negotiating and drafting deals, as well as the judges who rule on cases pertaining to contracts.
Table of Contents
- I
- THE GENERAL PART
- 1: Principles and Policy
- 2: Comparative and Theoretical Perspectives
- 3: The Objective Principle of Construction
- 4: Internal Context: The Whole Contract Approach
- 5: External Context: Surrounding Circumstances, 'Matrix', and 'Background'
- 6: Standard Form Contracts and Standard Provisions or 'Boilerplate Clauses'
- 7: Presumptions
- 8: Maxims
- II
- RELATED DOCTRINES
- 9: Implication of Terms: General Principles
- 10: Implication of Terms at Law: Standard Incidents, Mandatory Rules, and Default Rules
- 11: Implication of Terms in Fact: Contractual Gap Filling
- 12: Custom, Usage and Trade Practice
- 13: New Horizons: Relational Contracts, Obligations of Good Faith, and Constraining Contractual Discretions
- 14: Formation and Certainty
- 15: Incorporation and Proof of Terms
- 16: Parties, Third Party Effects, and Clauses Precluding Assignment
- 17: Rectification and Correcting Mistakes through Construction
- 18: Estoppel by Convention and Estoppel by Deed
- 19: Construction and Mistake as a Vitiating Factor
- III
- PARTICULAR CONTRACTUAL PROVISIONS
- 20: Conditions, Warranties, and Indemnities
- 21: Exemption Clauses and Unfair Contract Terms
- 22: Change of Circumstances and Force Majeure Clauses
- 23: Restriction of Variation and Waiver (or 'No Oral Modification') Clauses
- 24: Express Termination Clauses and Other Modifications of Remedies
- 25: Payment Provisions, Agreed Damages Clauses, and the Penalty Rule
- 26: Time Stipulations
- 27: The Integrity of the Instrument: 'Entire Agreement' and 'Non-Reliance' Clauses
- 28: Dispute Resolution: Choice of Court Agreements, Choice of Law, Arbitration, and Alternative Dispute Resolution
- IV
- RULES RELATING TO WRITTEN CONTRACTS
- 29: The Status of Instruments: Forgeries, Deliberate Alteration, Non Est Factum, and Shams
- V
- CONSTRUCTIONS AND PRACTICE
- 30: Evidence and Practice
