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What is the meaning of a term in a contract specifying that a reference not to do something is deemed to include an undertaking not to permit or suffer the doing of that thing?

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Published on LexisPSL on 28/04/2017

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  • What is the meaning of a term in a contract specifying that a reference not to do something is deemed to include an undertaking not to permit or suffer the doing of that thing?

What is the meaning of a term in a contract specifying that a reference not to do something is deemed to include an undertaking not to permit or suffer the doing of that thing?

Any provision in an agreement, including interpretation provisions themselves, will be construed by a court in accordance with the usual rules of contract interpretation. The five principles provided by Lord Hoffmann in Investors Compensation Scheme v West Bromwich Building Society are examined in detail in the Practice Note: Contract interpretation—the guiding principles. These principles are supplemented by general guidelines (known as 'canons of construction') which can be used to assist in ascertaining the meaning of a written contract. The Practice Note: Rules of contract interpretation considers the most important of these guidelines.

We are not aware of any materials that specifically address a clause of this nature in general commercial situations such as outsourcing agreements. However, in a property law context, in Berton v Alliance Economic Investment Co, the court considered a lease which included a term ‘not to suffer anything to be done [which may constitute a

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