Handbook

This course systematically examines major substantive and evidentiary issues in finding express and implied terms of commercial agreements, and in determining their meaning and effect. While closely analysing practical problems the course also tresses constantly the fundamental principles that give to this area of law a basic coherence that is often concealed by ambiguous terminology and conflicting dicta.

Main Topics

• Finding the express terms in documents (signed or unsigned), correspondence and/or pre-contractual oral statement
• Circumstances where signature may not bind
• Methods of resolving conflict between contractual documentation and pre-contractual statements
• Operations of the parol evidence rule
• Implied terms
• Construction of written contracts in the light of admissible evidence
• Canons of interpretation
• Construction of exclusion clauses