Advanced Contracts: The Law of Contractual Interpretation

In the real world of law practice and in the courts, by far the most important aspect of contract law is contractual interpretation. Disputes over the meaning of contracts are pervasive and often quite intractable. Yet contractual interpretation is not a central focus of most contract law courses, and legal literature on the topic is relatively underdeveloped.

The purpose of this course is to provide a comprehensive overview of this important area of the law, using primarily a case study method. The course will examine eight fundamental precepts of contractual interpretation (including the factual matrix, commercial efficacy, and the organizing principle of good faith), the interpretation of certain specialized types of contracts (such as employment contracts and consumer contracts), implied terms, rectification, and recent controversies in the law of contractual interpretation. The course will also undertake a comparison between contractual interpretation and other types of legal interpretation, in particular statutory interpretation, constitutional interpretation, and interpretation of modern Indigenous treaties.