HT-2021-000363 - [2025] EWHC 532 (TCC)

The principles applicable to contractual interpretation are well established and not in dispute. When interpreting a written contract, the court is concerned to ascertain the intention of the parties by reference to what a reasonable person, having all the background knowledge which would have been available to the parties, would have understood them to be using the language in the contract to mean. It does so by focussing on the meaning of the relevant words in their documentary, factual and commercial context. That meaning has to be assessed in the light of (i) the natural and ordinary meaning of the clause, (ii) any other relevant provisions of the contract, (iii) the overall purpose of the clause and the contract, (iv) the facts and circumstances known or assumed by the parties at the time that the document was executed, and (v) commercial common sense, but (vi) disregarding subjective evidence of any party's intentions: Arnold v Britton [2015] UKSC 36 per Lord Neuberger at [15]-[23]; Wood v Capita Insurance Services Ltd [2017] AC 1173 at [11]-[15]; Rainy Sky SA v Kookmin Bank [2011] UKSC 50 per Lord Clarke at [21]-[30]; Chartbrook Ltd v Persimmon Homes Ltd [2009] UKHL 38 per Lord Hoffmann at [14]-[15], [20]-[25].