You are here

Contractual interpretation: It doesn't have to make sense

Matthew Wescott and John Bramhall consider the obstacles in the way of those seeking to persuade a court that a commercial contract is void for uncertainty

3 May 2017

Three recent cases have confirmed the courts’ approach to the principles of construction of contracts, rejecting arguments based on uncertainty and giving effect to the parties’ intentions.

Astor Management AG v Atalaya Mining Plc [2017] EWHC 425 (Comm) concerned a business sale in which the defendant agreed to pay the claimant deferred consideration upon the defendant securing a senior debt facility to fund the restart of operations. In the event operations were able to restart anyway, due to an intra-group loan.

The claimant argued that to make commercial sense of the agreement, if a senior debt facility was not required because sufficient sums to restart operations had been raised in another way, compliance with that condition would be pointless and unnecessary. The claimant relied on the ‘principle of futility’ in the interpretation of co...

Want to read on?

This article is part of our subscription-based access. Please pick one of the options below to continue.

Already registered? Login to access premium content

SUBSCRIBE for one User

Unlimited access to the entire SJ website for a full year for one user.

  • 10 issues a year delivered to you
  • Digital edition of the magazine for one user – sent to your inbox or accessible through the website
  • Access to premium content on the website
  • Access to the fully searchable online archive of Solicitors Journal, Managing Partner and Private Client Adviser, which spans over 13 years
  • Weekly email newsletter with all the latest news, analysis and features
  • Comment on SJ content and contribute to the SJ community online
  • Advanced search feature
  • Online support
  • Access to SJ app compatible with Android and Apple devices – coming soon!
  • 6 special focuses per year
  • Special offers and discounts on Solicitors Journal and IICJ events

Subscribe

CORPORATE SUBSCRIPTION

Your department or entire firm can subscribe to Solicitors Journal online, providing easy access for all who require it. Discount corporate subscription rates apply, based on number of users.

The Corporate IP Licence includes:

  • Digital copy of the magazine sent to individuals’ inboxes and accessible through the website. Solicitors Journal publishes 10 issues per year
  • Unlimited access to premium content on the website based on IP addresses
  • Unlimited access to the fully searchable online archive of Solicitors Journal, Managing Partner and Private Client Adviser, which spans over 13 years
  • Weekly email newsletter with all the latest news, analysis and features
  • Comment on SJ content and contribute to the SJ community online (username required)
  • Unlimited access to SJ app compatible with Android and Apple devices
  • 6 special focuses per year
  • Special offers and discounts on Solicitors Journal and IICJ events

The Corporate IP Licence is tailored to your firm, making it the most cost effective way for the firm to access Solicitors Journal, and enables the firm to remain compliant with copyright and our Terms and Conditions. This gives you the ability to print and circulate articles within the firm.

To enquire about a Corporate IP Licence for your firm, please contact our Subscriptions Manager on emily.beechey@solicitorsjournal.com.