Contractual Interpretation

Codelfa Construction Pty Ltd v State Rail Authority of NSW¹⁾, Mason J
- (The law does not) take into account the actual intentions of the parties
- for the very good reason that an investigation of those matters would not only be time consuming
- but it would also be unrewarding as it would tend to give too much weight to these factors at the expense of the actual language of the written contract.
Darlington Futures Ltd v Delco Australia Pty Ltd| ²⁾ Mason, Wilson, Brennan, Deane and Dawson JJ.
- the interpretation of an exclusion clause is to be determined by construing the clause according to its natural and ordinary meaning,
- read in the light of the contract as a whole,
- thereby giving due weight to the context in which the clause appears including the nature and object of the contract, and,
- where appropriate, construing the clause contra proferentem in case of ambiguity.
- …the same principle applies to the construction of limitation clauses.
Pacific Carriers Ltd v BNP Paribas³⁾
- The construction of the (document) is to be determined by what a reasonable person in the position of (the parties) would have understood them to mean.
- That requires consideration,
  - not only of the text of the documents, but also
  - the surrounding circumstances known to (the parties) and
  - the purpose and object of the transaction.
Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd ⁴⁾

¹⁾ [1982] HCA 24

²⁾ [1986] HCA 82

³⁾ [2004] HCA 35

⁴⁾ [2004] 291 CLR 165