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Title
McMeel, Gerard, The Contruction of Contracts - Interpretation, Implication, and Rechtification, 2nd Ed., 2011
Table of Contents
The Construction of ContractsConcluding ObservationsSummary of leading principles and policies1The aim of constructionThe objective principleThe holistic or 'whole contract' approachThe Contextual dimensionBusiness purposeLawfull effectContra proferentemAvoiding unreasonable resultsGeneral provisions versus precise provisions
Content
The Construction of Contracts
[...]Concluding Observations
Summary of leading principles and policies1
79
The aim of construction
1.154First, the aim of the exercise of construction of a contract or other document is to ascertain the meaning which it would convey to a reasonable business person.
80
The objective principle
1.155Secondly, the objective principle is therefore critical in defining the approach the courts will take. The courts are concerned usually with the expressed intentions of a person, not his actual intentions. The standpoint adopted is that of a reasonable reader.
The holistic or 'whole contract' approach
1.156Thirdly, the exercise is one based on the whole contract or an holistic approach. Courts are not excessively focused upon a particular word, phrase, sentence, or clause. Rather the emphasis is on the document or utterance as a whole.
The Contextual dimension
1.157Fourthly, the exercise in construction is informed by the surrounding circumstances or external context. Modern judges are prepared to look beyond the four corners of a document, or the bare words of an utterance. It is permissible to have regard to the legal, regulatoy, and factual matrix which constitutes the background in which the document was drafted or the utterance was made.
Business purpose
1.158Fifthly, within this framework, due consideration is given to the commercial purpose of the transaction or provision. The courts have regard to the overall purpose of the parties with respect to a particular trasaction, or more narrowly the reason why a particular obligation was undertaken.
Lawfull effect
1.159Sixthly, a construction which entails that the contract and its performance are lawful and effective is to be preferred.
Contra proferentem
1.160Seventh, where a particular species of transaction, contract or provision is one sided or onerous it will be construed strictly against the party seeking to rely on it.
Avoiding unreasonable results
1.161Eighth, a construction which leads to very unreasonable results is to be avoided unless it is required by clear words and there is no other tenable construction.
[...]
81
General provisions versus precise provisions
1.163Tenth, a more precise or detailed provision should override an inconsistent general or widely expressed provision.
1Cited with approval by the Singapore Court of Appeal in Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd [2008] SGCA 27, paras [47], [131]; see also Lian Hwee Choo Phebe and another v Maxz Universal Development Group Pte Ltd [2009] SGCA 4, [2009] 2 SLR (R) 624, para [11] (Chao Hick Tin JA); Tiger Airways Pte v Swissport Singapore Pte Limited v Behringer Holdings Pte Limited [2009] SGHC 86, para [14] (Lee Seiu Kin J); affd [2009] SGCA 55, [2010] 1 SLR 760; P T Tri-MG Intra Asia Airlines v Norse Air Charter Limited [2009] SGHC 13, [2009] 1 Lloyd's Rep 258, paras [22], [43].