Making a contract—does it do what it says on the tin? (2018) 29 9 Cons.Law 21 [Archived]
Making a contract—does it do what it says on the tin? (2018) 29 9 Cons.Law 21 [Archived]

The following Construction guidance note provides comprehensive and up to date legal information covering:

  • Making a contract—does it do what it says on the tin? (2018) 29 9 Cons.Law 21 [Archived]
  • What does the contract say?
  • Does it mean what it says?
  • What does the contract not say?
  • How does the court decide what the contract means?
  • Might legislation or the court add any terms?
  • Conclusion

ARCHIVED: This Practice Note has been archived and is not maintained.

This article appears as originally published in Construction Law on 1 November 2018.

Kwadwo Sarkodie of Mayer Brown International warns that knowing the devil is in the small print is no help if the contract is signed without being read at all. Also be careful that the contract covers what you think it does, he warns.

Key Points

  1. Will a contract do what it is supposed to?

  2. A judge recently noted that modern contracts can be so complex that nobody bothers to check the documents being signed

  3. Courts will be slow to reject the natural meaning of a provision simply because it appears to be a very imprudent term for one of the parties to have agreed

  4. A court cannot look at the parties' negotiations to help decide how a contract is supposed to work

  5. Even courts may disagree as to what a contract means

In principle, making a legally binding contract is straightforward. But the next big question is will it work? Will it do what it says on the contractual tin? And, taking a step back, have the parties read and understood just what they have agreed to do?

What does the contract say?

Lamenting an error in a case last year, where the wrong document was included in the