Intellectual Property Enterprise Court

Case Nos: IP-2023-000039 and IP-2023-000132 - [2024] EWHC 2889 (IPEC)

Fecha: 15-Nov-2024

Contractual interpretation

Contractual interpretation

29.

A summary of the principles of contractual interpretation was recently given by Lord Hamblen, with whom Lords Hodge, Kitchin and Sales agreed, in Sara & Hossein Asset Holdings Ltd v Blacks Outdoor Retail Ltd [2023] UKSC 2:

‘[29] The relevant general principles are authoritatively explained by Lord Hodge JSC in his judgment in Wood v Capita Insurance Services Ltd [2017] AC 1173 at paras 10-15. So far as relevant to the present case, they may be summarised as follows:

(1)

The contract must be interpreted objectively by asking what a reasonable person, with all the background knowledge which would reasonably have been available to the parties when they entered into the contract, would have understood the language of the contract to mean.

(2)

The court must consider the contract as a whole and, depending on the nature, formality and quality of its drafting, give more or less weight to elements of the wider context in reaching its view as to its objective meaning.

(3)

Interpretation is a unitary exercise which involves an iterative process by which each suggested interpretation is checked against the provisions of the contract and its implications and consequences are investigated.’