White SW Computer Law
Intellectual Property, Information Technology & Telecommunications Lawyers
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Contractual Interpretation

    • (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.
    • 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.
1) [1982] HCA 24
2) [1986] HCA 82
3) [2004] HCA 35
4) [2004] 291 CLR 165

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