Deleted Words, Prior Negotiations and Contract Interpretation

New Zealand Law Review, Vol. 24, p. 277, 2010

Victoria University of Wellington Legal Research Paper No. 5/2012

26 Pages Posted: 17 Jun 2011 Last revised: 5 Apr 2015

David McLauchlan

Victoria University of Wellington - Faculty of Law

Date Written: December 1, 2010

Abstract

This article discusses a line of cases that hitherto has not featured in the debate on the contentious issue, yet to be finally resolved in New Zealand, whether evidence of prior negotiations is admissible as an aid to the interpretation of a written contract. These cases concern the question whether words that have been deleted from a written contract prior to its execution are a legitimate aid to the interpretation of the remaining words of the contract. The author argues that his analysis of the often conflicting cases demonstrates the incoherence and lack of transparency in the current law of contract interpretation and adds further weight to the arguments for jettisoning the exclusionary rule.

Keywords: contract, interpretation, prior negotiations

JEL Classification: K12

Suggested Citation

McLauchlan, David, Deleted Words, Prior Negotiations and Contract Interpretation (December 1, 2010). New Zealand Law Review, Vol. 24, p. 277, 2010 ; Victoria University of Wellington Legal Research Paper No. 5/2012. Available at SSRN: https://ssrn.com/abstract=1866185

David McLauchlan (Contact Author)

Victoria University of Wellington - Faculty of Law ( email )

PO Box 600
Wellington, 6140
New Zealand

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