This book adopts a principled approach to the law applied in the construction of commercial contracts. This approach is presented as part of a coherent theory of the law of contract construction which makes a unique contribution to scholarship and understanding of the most important aspect of the practice of commercial lawyers.
The law is explained by reference to three stages in construction. It distinguishes the preliminary stage in which context is established, from the 'meaning' and 'application' stages of contract construction. The approach provides insights both into the practical problems that lawyers face, in particular in relation to admissibility of extrinsic evidence, and the theoretical underpinnings of the subject. The book also explains the relationship between intention and construction, and discusses general and specific rules that determine the results of construction disputes.
Each chapter is introduced by statements of its objectives and the book includes simple definitions of key concepts, as well as summaries of the complex principles which comprise the law of construction.
In illustrating construction principles and their application, the exposition of the law draws on the author's knowledge of Australian contract law and the influence and role of the UNIDROIT principles, CISG and the American Restatement (Second) Contracts.
JW Carter, BA, LLB (Syd), Ph D (Cantab), FAAL, is Emeritus Professor of Law, University of Sydney, General Editor of the Journal of Contract Law and a Consultant to Herbert Smith Freehills.
PART I - INTRODUCTION 1. What Is Construction? PART II - CONSTRUCTION, INTENTION AND IMPLICATION 2. Construction and Intention 3. Construction and Implication PART III - RULES AND PRINCIPLES HAVING GENERAL APPLICATION 4. General and Specific Construction Rules 5. The ICS Principles PART IV - CONTEXT OF THE CONTRACT 6. Role of Context 7. Scope of Context PART V - THE EXCLUSIONARY RULE 8. Categories of Extrinsic Evidence 9. Scope of the Exclusionary Rule 10. Contracts Integrated in Documents PART VI - MEANING OF THE CONTRACT 11. Meaning and Legal Effect 12. Standards of Interpretation 13. Choice of Meaning 14. Evidence in Aid of Construction PART VII - APPLICATION OF THE CONTRACT 15. Standards for Applying Contracts 16. Commercial Application 17. Exclusion and Limitation Clauses 18. Evidence in Application