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Contract Law - Interpretation of Express Terms

The object of all interpretation of a written contract¹ is to discover the real intention of the parties². Where a general principle for the construction of a contract has once been laid down, and that construction comes to be accepted and people afterwards make contracts on that understanding, the court will usually adhere to that recognised construction and make the most accurate application of it in the circumstances of the particular case, notwithstanding that it may have been applied differently in other cases³. However, if it's clear from the background that the parties have used the wrong words or syntax, or that something must have gone wrong with the language used, the court isn't obliged to attribute to the parties an intention which they plainly could not have had⁴. There are a few statutory provisions relating to the interpretation of contracts⁵; and, where these prescribe that certain words shall have particular meanings, those prescribed meanings will override the common law⁶.

At common law, the intention of the parties to a written contract must be gathered from the written document⁷, read in the light of any admissible extrinsic evidence⁸ and implied terms⁹. The classical overriding presumption was that the parties intended what they actually said¹⁰, in so far as this differed from what they meant to say¹¹, or what one of them meant to say¹². Within these parameters, the courts have developed a number of canons to aid the process of construction¹³.

Special rules apply in relation to joint and several promises¹⁴.

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