Commercial Contracts

This subject is not offered in 2011.

This subject will examine the principles governing the interpretation of commercial contracts, as well as the closely related principles concerning formation and rectification of contracts.

Principal topics to be covered through a series of case studies include:

• The relationship between principles of contract formation and contract interpretation
• The objective approach and its limits
• The relevance of the parol evidence rule
• The status of the plain meaning ‘rule’
• The effect and implications of Lord Hoffmann’s fundamental restatement in the Investors Compensation Scheme case and the reception of this restatement by the courts in Australia and New Zealand
• The equitable remedy of rectification
• The admissibility of prior negotiations and subsequent conduct as aids to interpretation
• The differences between the common law principles of contract interpretation and those contained in important international instruments such as the United Nations (UN) Convention on Contracts for the International Sale of Goods, the Unidroit Principles of International Commercial Contracts and the Principles of European Contract Law.

A student who has successfully completed this subject should have:

• In-depth knowledge and understanding of the law relating to written contracts and their interpretation
• Been introduced to a wide range of commercial contracts and the kind of contractual disputes that most frequently come before the courts
• Developed an ability to compare and evaluate alternative approaches to interpretation
• Gained further insights into the nature of the judicial process.

This subject is not available as a breadth subject.