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  • When I use a word, it means just what I choose it to mean, neither more nor less - Humpty Dumpty

    Unfortunately many lawyers fall into the same trap as Humpty Dumpty when it comes to interpreting contracts. No one says it should be easy. Faced with contracts which can be many inches (or even 1 metre thick, in one project I worked on !), we should not be surprised if the meaning of words isn't always clear in contracts.

    Despite what most people think, the courts aren't interested in what either or both parties thought the contract means. So evidence of pre-contractual negotiations is inadmissible for the purpose of interpreting the meaning of the contract. The courts are only interested in establishing the meaning of contract documents as they would be understood by a reasonable person having all the background knowledge which would reasonably have been available to them in the situation in which they were at the time of contract.

    And remember, contract documents are interpreted in the round - the intention of the parties is gleaned from reading the contract documents as a whole, not just the passages that support one's position.

    For more information, read my article first published in the magazine of the Society for Computers & Law in July 2011.

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