p. 1715. Content of the contract and principles of interpretation
- Robert Merkin, Robert MerkinProfessor of Commercial Universities of Reading and Exeter
- Séverine SaintierSéverine SaintierAssociate Professor in Commercial Law Exeter Law School, University of Exeter
- , and Jill PooleJill Poole50th Anniversary Professor of Commercial Law and Head of Aston Law Deputy Dean, Aston Business School, Aston University
Abstract
Course-focused and comprehensive, Poole’s Textbook on Contract Law provides an accessible overview of the key areas on the law curriculum. This chapter explores how the terms of the parties’ agreement (that is, the contractual promise to be performed) are identified and how the courts interpret the meaning of those terms. It considers the status of statements made prior to the conclusion of the contract (as terms or representations) and why this matters. The parol evidence rule applies where the contract is written and provides that the writing represents the entire contract. This definition is flawed, however, because it allows the rule to be sidestepped by defining the contract as partly written and partly oral. Alternatively, an oral term can take effect as a collateral contract, which is separate to any written contract to which the parol evidence rule applies. The effect of the parol evidence rules can be achieved by incorporating an entire agreement clause. This chapter also considers the effect and impact of a no oral modification clause (or NOM). This chapter examines methods of achieving incorporation of terms such as signature, reasonable notice (or a higher standard of notice if the term is onerous or unusual), consistent course of dealing and common knowledge of the parties. In addition to the express terms, there may be terms implied by custom, by courts or by statute. Finally, the chapter considers the principles on which contracts are interpreted including the relevance, or otherwise, of pre-contractual negotiations.
Keywords
- agreement
- contract
- pre-contractual statements
- contractual terms or promises
- misrepresentations
- written contract
- parol evidence rule
- collateral agreement
- collateral warranty
- entire agreement clauses
- no oral medication clauses NOM
- incorporation as terms
- signature
- reasonable notice
- onerous or unusual
- implied terms
- implied terms in law
- implied terms in fact
- Braganza
- terms implied by statute into sale of goods and supply of goods and services contracts
- Consumer Rights Act 2015
- interpretation
- West Bromwich
