If you have queries about booking this course, please contact Lisa Penfold at UCL - lisa.penfold@ucl.ac.uk

About this course

Commercial lawyers spend much of their working lives reading and writing contracts. Most of the contract problems which occur in practice are concerned with the meaning of the words which have been used in the contract. That is why the interpretation of contracts is such an important issue in practice.

The purpose of this course is to discuss the conceptual issues involved in the interpretation of contracts and the types of problems which are encountered in practice. It is aimed at anyone involved with contracts. It is primarily intended for lawyers - whether they are in private practice (as transactional lawyers or litigators) or in-house or in universities or government. It may also be of interest to non-lawyers with an interest in contracts.

It will consist of 10 seminars to be held in winter 2022. Each seminar will run for an hour and a quarter and will be conducted via Zoom.

The course will be interactive, and those attending will be encouraged to discuss the issues and the cases involved. Contractual interpretation is largely concerned with questions of judgement. There is rarely one irrefutable answer, as the number of cases which are successfully appealed demonstrates. It is therefore a subject which is well suited to discussion.

Course Schedule

1. 13 January: Why is contractual interpretation important and why is it so difficult in practice?
2. 20 January- Interpretation and rectification: what is the difference and why does it matter?
3. 27 January - Freedom of contract: penalties, entire agreement clauses and variation clauses.
4. 3 February - How do you read a contract as a whole?
5. 10 February- When can surrounding circumstances be used when interpreting a contract, and what does that mean in practice?
6. READING WEEK
7. 24 February - What do words mean?
8. 3 March - How do we deal with ambiguity?
9. 10 March - Judicial distortion of the English language: general issues
10. 17 March - Judicial distortion of the English language: specific clauses.
11. 24 March - How does all this affect the way we should draft contracts?

About the tutor

Richard Calnan is a partner at Norton Rose Fulbright LLP in London and a Visiting Professor at University College London.

He is the author of Taking Security (LexisNexis, fourth edition 2018), Proprietary Rights and Insolvency (Oxford University Press, second edition 2016) and Principles of Contractual Interpretation (Oxford University Press, second edition 2017).

Delivery and recordings

This course will be held using Zoom. You will be sent the zoom meeting details one week before the start of the course, with reminders on the day of the session.

Each session will be recorded so that if you miss a session you will have 14 days to catch up.