The Interpretation of Contracts, 8th Ed | 2023

The Interpretation of Contracts, 8th Ed | 2023

First published in 1989 and now in its eighth edition, "Lewison’s Interpretation of Contracts" has become an essential resource on contract law and the leading text in its field.

This indispensable work offers authoritative guidance on constructing and interpreting contracts.

It helps practitioners navigate key statutes and recent case developments, aiding the drafting or revision of contracts by identifying and thoroughly yet concisely discussing key principles with reference to case law.

By providing a solid foundation in case law, this book assists lawyers in constructing arguments, challenging contracts, and explaining their shortcomings more effectively.

Features of The Interpretation of Contracts, 8th Ed:

- The structure is simple: a general proposition is followed by detailed explanations with extensive quotes from judgments.
- The scope focuses on the principles courts use to interpret contracts, making it highly relevant for barristers.
- The approach is practical rather than theoretical, designed for busy practitioners.
- Coverage includes all significant cases in contract interpretation, even many unreported ones.
- The book examines each contract component, presenting the basic proposition, followed by analysis and key judicial decisions.
- It identifies and analyzes materials aiding in contract interpretation, including the contract document, related documents, drafts, previous agreements, pre-contract agreements and negotiations, and contractual terms.
- Provides background on the impact of law and precedent on interpretation, including courts’ approaches to standard forms like conveyancing agreements.
- Explains the golden rule regarding word meanings and its application through key decisions.
- Assesses dispute resolution options in contract interpretation, including choice of law and jurisdiction clauses.
- Covers the conditions for implying and fulfilling terms, including developments post-Belize Telecom case, and the role of entire agreement clauses in precluding implied terms.
- Discusses rules of construction, considering clauses within the context of the whole document, adding special conditions to standard forms, and the relationship between general and special provisions.
- Explains patent and latent ambiguity, their effects on the contract, as well as issues of uncertainty, mistake, and inconsistencies.
- Explores the impact of Rainy Sky SA v Kookmin Bank and subsequent cases on ambiguity and ‘business common sense’.
- Analyzes preliminary parts of a deed, especially the effect of recitals.
- Reviews contract subject matter, such as the inclusion or exclusion of land parcels, admissible evidence to identify the subject matter, and physical features and plans.
- Covers exclusion clauses, including indemnity, time-bar, non-reliance clauses, and exclusion of rights and remedies; and force majeure clauses.
- Considers inclusion of certificates, consents, and deeming clauses.
- Analyzes time stipulation and punctuality issues in contracts like mercantile and conditional contracts.
- Explains conditions and conditional contracts, including the impact of Jet2 v Blackpool Airport on best endeavors obligations.
- Discusses clauses related to penalties, termination, and forfeiture in detail.

What's New:

This new edition brings readers up to date on significant developments since the 2020 edition.

- Nearly 200 new cases are considered.
- There is a small but notable stream of cases to the Supreme Court regarding implied terms, conclusive certificates, and the scope of liquidated damages clauses.
- The usual steady flow of cases in the Court of Appeal and the High Court indicates a period of consolidation rather than innovation.
- Chapter 12 on Exemption Clauses has been fully revised and reorganized to highlight the increased importance of the general presumption that parties do not relinquish valuable rights without clear language.

Contents of The Interpretation of Contracts, 8th Ed:

• Chapter 1 An Overview;
• Chapter 2 The Purpose of Interpretation
• Chapter 3 The Materials Available
• Chapter 4 Law and Precedent
• Chapter 5 The Meaning of Words
• Chapter 6 Implied Terms
• Chapter 7 The Canons of Construction
• Chapter 8 Ambiguity and Uncertainty
• Chapter 9 Mistakes and Inconsistencies
• Chapter 10 Preliminary Parts of a Contract
• Chapter 11 The Subject Matter of the Contract
• Chapter 12 Exemption Clauses
• Chapter 13 Force Majeure Clauses
• Chapter 14 Certificates, Consents, and Deeming Clauses
• Chapter 15 Stipulations as to Time
• Chapter 16 Conditions and Conditional Obligations
• Chapter 17 Penalties, Termination and Forfeiture Clauses
• Chapter 18 Dispute Resolution