Commercial Contract Clauses: Principles & Interpretation eSubscription

Commercial Contract Clauses: Principles & Interpretation eSubscription

By Leigh Warnick, Ken Martin, Joshua Thomson

eSub - ProView

Price: N/A

Date: 22/01/2014

Code: 41634349

Thomson Reuters, AUSTRALIA

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eSub - ProView Commercial Contract Clauses: Principles & Interpretation eSubscription 22/01/2014 41634349 N/A

Description

Commercial Contract Clauses: Principles and Interpretation” is a bound volume version of the subscription work of the same name. This work analyses the process of construing and interpreting commercial contracts on a clause by clause basis, to the benefit of Australian lawyers. In this work, Joshua Thomson of the Western Australian Bar, Justice Kenneth Martin, and Leigh Warnick, Partner at Lavan Legal, apply their wide experience in discussing matters of commercial significance and value.

In the Preface the authors write that they ‘hope that this [book edition] will make the work accessible to a greater number of those interested in an important subject’, particularly at this critical point in the development of the law relating to the construction of commercial contracts in Australia. They go on to elaborate:

‘Late [in 2011], in dismissing an application for special leave to appeal, Gummow, Heydon and Bell JJ published reasons in Western Export Services Inc v Jireh International Pty Ltd [2011] HCA 45. They admonished intermediate appeal courts for rejecting the requirement that it is essential to identify ambiguity in the language of a contract before the court may have regard to the surrounding circumstances and object of the transaction, unless and until the High Court permits this. The issue underlying these observations is what, precisely, was meant by Sir Anthony Mason in expressing his “true rule” in Codelfa Construction Pty Ltd v State Rail Authority of New SouthWales (1982) 149 CLR 337 at 352. Is it correct to admit evidence of commonly known extrinsic circumstances to understand the different possible meanings of contractual terms? Is it true that a contractual word “is not a crystal, transparent and unchanged; it is the skin of a living thought and may vary greatly in colour and content according to the circumstances and the time in which it is used”, to adopt words of Justice Holmes concerning statutory interpretation (Towne v Eisner 245 US 418 at 425 (1918)) which were quoted by Dixon J in the context of a contractual problem in Luna Park (NSW) Ltd v Tramways Advertising Pty Ltd (1938) 61 CLR 286 at 309-310.’

Practitioners will find in the book guidance on many other issues of developing interest, including the limits which confine contractual discretions and the need to act in good faith, indemnity clauses and consequential loss clauses.

Table of Contents

 

Table of Cases

Table of Statutes

Part 1 – General Principles

  • Construction and interpretation of commercial contracts
  • Operation of deeds

Part 2 – Specific Obligations

  • Clauses creating debt and money obligations
  • Take or pay clauses
  • Third party benefit clauses
  • Joint, several and proportionate liability
  • Indemnity Clauses
  • Consent Clauses
  • Option and pre-emption clauses
  • Further agreement or subject to contract clauses
  • Conditional contracts

Part 3 – Standard Clauses

  • Good faith clauses
  • Essential and non-essential time stipulations
  • Force majeure clauses
  • Expert and alternative dispute resolution clauses
  • Choice of law and of forum clauses in commercial contracts

Part 4 – Remedy Clauses

  • Termination clauses
  • Penalty and forfeiture clauses
  • Exclusion of liability and exclusive remedy clauses
  • Consequential loss clauses
  • Severenace clauses

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