Description

About the Seminar

The governing principles for the construction of contracts have become more settled in recent years throughout the common law world. The need to balance textual considerations with relevant background and commercial common sense is widely accepted. This seminar starts with a reminder of the applicable principles and policies for contractual interpretation. In the last decade there has been a noticeable shift in both decided cases and academic commentary, with the focus increasingly on the interpretation and efficacy of particular contractual provisions. The remainder of this seminar addresses two highly important species of standard contractual provision, often described as “boilerplate”. First, dispute resolution clauses, embracing jurisdiction clauses, choice of governing law clauses, arbitration clauses and other provisions requiring the parties to engage in ADR. In this context it can be said that a distinctive policy-based or purposive approach to construction is now dominant, with courts endeavouring to give full effect to clauses, even where the drafting is deficient, and textual analysis is subsidiary. Secondly, restriction of variation or waiver (“no oral modification”) clauses which seek to insulate written deals from informal changes. Contrasting views have been offered in England and Singapore on the efficacy of such provisions, and again it appears that policy factors may trump linguistic considerations in respect of these terms. This seminar addresses this shift in contractual construction cases and scholarship from the general to the particular.

About the Speaker

Professor Gerard McMeel KC is Professor of Commerical Law at the University of Reading. He has held Chairs at three leading UK universities and lectures and supervises in contract law, commercial law, unjust enrichment and banking and financial services law. He has held visiting positions at Duke University, Tel-Aviv University, the University of South Carolina, Hong Kong University and Singapore Management University. Gerard has expertise in commercial fraud, and a particular interest in unjust enrichment and restitution. His financial services practice includes: investor claims; commercial disputes involving financial firms and intermediaries; collective investment schemes; judicial review of the statutory bodies; and authorisation, regulatory and disciplinary matters under the Financial Services and Markets Act 2000. Most famously, he was counsel for former professional footballer and TV pundit, Alan Shearer in his multi-million pound claim against investment and pension companies in a trial in July 2017 before Mr Justice Leggatt in the Commercial Court, which settled before judgment. Gerard also acts as an expert witness on English law issues in overseas jurisdiction.