Interpretation of Contract

It is a settled principle of interpreting a contract that a court cannot imply something that is inconsistent with the express terms, and a stipulation not expressed in the written contract can also not be applied merely because it appears to be reasonable to the court.

Such agreement could not override statutory arrangements extending benefit to one of the parties.

Where the wording of a contractual provision was clear, there was limited room for the court to conclude that these words were used by mistake

Key was to recognize the importance of ascertaining the commercial purpose of a contract.

Generally, an attempt to enunciate decisions on the construction of agreement as if they embodied rules of law was deprecated

To some extent decisions on one contract may help by way of analogy and illustration in a decision related to another contract; but howsoever similar the contracts may appear, decision as to each must depend on the consideration of the language of the particular contract, read in the light of the material circumstances of the parties in view of which the contract was made.

Jurisdiction clause does not offend against any substantive rule of law and purpose of such clause is strictly limited, it is only to select

Contracting parties are permitted to choose from amongst two or more courts that otherwise possess jurisdiction (and can never be divested of it by their agreement), the forum where any dispute is to be brought

What a court gives effect to is not some substantive rule of law, it simply honours sanctity of contract by enforcing a contractual term.

In addition to the words of the instrument, and the particular facts proved by evidence admitted in aid of interpretation, the court may also be assisted by a consideration of the commercial purpose of the contract, and in considering such purpose, it may rely upon its own experience of contracts of a similar character to that under examination, however a court must be cautious before concluding that a particular interpretation does not accord with commercial common sense.

When construing a contract between two parties, evidence of facts within their common knowledge was admissible where those facts had a bearing on the meaning that was to be given to the words of the contract, and it was so even where the knowledge of those facts was conveyed by one party to the other in the course of negotiations that were conducted 'without prejudice'

Such a principle applied both in the case of a contract that resulted from the without prejudice negotiations and in the case of any other subsequent contract concluded between the same parties

Appeal was allowed, accordingly.