Purposive Contractual Interpretation

20 Pages Posted: 1 Jul 2018 Last revised: 17 Jul 2018

See all articles by Andrew Robertson

Andrew Robertson

University of Melbourne - Law School

Date Written: June 17, 2018

Abstract

It is now well recognised that contractual purposes play an important role in the construction of contracts. The methods by which purposes are taken into account have not, however, been systematically explored. This article considers three central issues in the purposive construction of contracts: first, the reasons contractual purposes are relevant to the interpretation of express terms and the identification of implied terms; secondly, the way in which contractual purposes are identified and distinguished from individual party interests; and, thirdly, the different ways in which contractual purposes inform the processes of interpretation and implication. It is argued that reference to contractual purposes can both raise and resolve interpretive choices, and that purposive construction plays a significant and under-recognised role in the identification of implied terms. At various points connections are made between the purposive interpretation of contracts and purposive statutory interpretation.

Keywords: contract, interpretation, implied terms, construction, objectivity

JEL Classification: K12

Suggested Citation

Robertson, Andrew, Purposive Contractual Interpretation (June 17, 2018). Available at SSRN: https://ssrn.com/abstract=3197967 or http://dx.doi.org/10.2139/ssrn.3197967

Andrew Robertson (Contact Author)

University of Melbourne - Law School ( email )

University Square
185 Pelham Street, Carlton
Victoria, Victoria 3010
Australia
61 3 8344 0379 (Phone)
61 3 9347 2392 (Fax)

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