![7 Considerations when Interpreting a Contractual Provision in a Commercial Contract following the United Kingdom Supreme Court case of Arnold v Britton and Others [2013] EWCA Civ 902 (Lord Neuberger)](https://hasrinahakimi.co/wp-content/uploads/2024/03/1.png)
- The language of the provision which is to be construed.
The exercise of interpreting a provision involves identifying what the parties meant through the eyes of a reasonable man, and, in a very unusual case, the meaning that is most obviously to be gleaned from the language of the provision. - In the case of when a word is not clear or is vague/unambiguous as a result of poor drafting, the court should depart from its natural meaning.
The clearer the natural meaning of a word, the more difficult it is to justify departing from its natural meaning. It does not justify the Court from embarking on an exercise of searching, constructing or drafting to depart from the word’s natural meaning. - Commercial common sense is not to be invoked retrospectively.
Commercial common sense is only relevant to the extent of how matters would or could have been perceived by the parties or by a reasonable person in the position of the parties, as at the date that the contract was made. - The Court should avoid re-writing the contract in an attempt to assist an unwise party or to penalise an astute party.
The purpose of interpretation is to identify what the parties have agreed, not what the Court thinks that they should have agreed or to relieve a party from the consequences of his imprudence or poor advice. - Facts known to the parties.
When interpreting a contractual provision, the Court can only take into account facts or circumstances which existed at the time that the contract was made, and which were known or reasonably available to both parties. - The Court will give effect to the intention of the parties at the time of executing the contract.
Any event which subsequently occurs which was plainly not intended or contemplated by the parties, should not be adopted when interpreting a contract, as it would defeat the parties’ clear objectives at the time of concluding the contract. - The Court should not bring in general words which clearly do not belong when interpreting a clause.
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