Contract interpretation

Many contractual disputes centre on what the contract means. There is no simple set of rules to follow in respect of how contracts may be construed and interpreted. Much will depend on the individual facts of the case. However, over the years a considerable body of case law (and some statute) has evolved which has set some parameters and guidelines for the approach to be taken as summarised below.

For a summary, in tabular form, of key and/or illustrative cases on contractual disputes, including authorities considering the approach to contract interpretation, see Practice Notes:

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Contract disputes—illustrative decisions (2024–2025)
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Contract disputes—illustrative decisions (2020–2023)

For practical guidance on a step-by-step process for determining what a disputed clause in an agreement means, see Practice Note: How to approach a contractual interpretation dispute—a practical guide.

Put short, the ‘modern approach to contract interpretation’, as per Andrew Burrows QC (as he then was) when sitting as a Deputy High Court Judge in 2019, in Palliser v Fate is:

‘Ultimately the question that I here need to resolve is a question of contractual interpretation. I should therefore briefly set out

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