A Comparative Analysis of Contract Law Interpretation Approaches in English and French Law: A Focus on Business-to-Business (B2B) and Business-to-Consumer (B2C) Transactions

18 Pages Posted: 17 Jan 2024

Date Written: December 10, 2023

Abstract

The great divide between business and consumer transaction rules is relatively a recent phenomenon, especially in the field of contract law. Although at present, the Business-to-Business (B2B) and Business-to-Consumer (B2C) distinction does not completely eradicate the conventional civil-commercial dichotomy, it indeed represents a new categorisation that significantly shapes rules on contracts, particularly their interpretation. Thinking of this distinction, the first thing that comes to mind is that given the emergence of innovative business models, technological advancements, and evolving notions of contractual justice, this categorization appears logical. Consequently, this division between B2B and B2C prompts an important question: Should contracts in the context of B2B and B2C be interpreted in the same manner or do legal systems apply distinct interpretative methods? In other words, the question is whether this categorisation of transactions and markets is relevant to contract law. To answer this question, this paper employs a comparative study to delve into the intricacies of contract law interpretation within the English and French legal systems, focusing on B2B and B2C transactions. The study encompasses an examination of contract law's relevance, an overview of this transactional dichotomy, and an exploration of how such contracts are interpreted within these legal systems. It endeavours to unveil the areas where contract interpretation approaches converge and diverge. It is worth emphasizing that contract interpretation is guided by the core values and principles of each legal system. Where these approaches intersect, they often signify the influence of international law and the shared contract law challenges faced by national legal systems. Furthermore, this paper delves into consumer laws in B2C contracts, comparing the French, English, and EU legislative and judicial approaches to the protection of consumers. Lastly, the final section of this paper is devoted to the evolving role of artificial intelligence (AI) and its influence on the law of contract interpretation. It critically assesses the generative interpretation, a novel approach to estimating the meaning of contracts through Large Language Models (LLMs), as proposed by Hoffman and Arbel. In this context, the question is: Can the use of LLMs become “the new workhouse” of the interpretation of contracts, as suggested by its proponents? In summary, the main ambit of this paper is to explore how contracts are interpreted in the context of B2B and B2C transactions within the English and French legal systems, shedding light on the convergences and divergences in contract interpretation approaches.

Keywords: Interpretation of contracts, comparative study, French law, English law, B2B, B2C.

Suggested Citation

Nyathi, Lisang, A Comparative Analysis of Contract Law Interpretation Approaches in English and French Law: A Focus on Business-to-Business (B2B) and Business-to-Consumer (B2C) Transactions (December 10, 2023). Available at SSRN: https://ssrn.com/abstract=4676467 or http://dx.doi.org/10.2139/ssrn.4676467

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