Contract interpretation—express terms in contracts

Published by a UUÂãÁÄÖ±²¥ Dispute Resolution expert
Practice notes

Contract interpretation—express terms in contracts

Published by a UUÂãÁÄÖ±²¥ Dispute Resolution expert

Practice notes
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Express and implied contractual terms distinguished

Contractual terms may be either express or implied:

  1. •

    express terms—are terms which are actually recorded in a written contract or openly expressed in an oral contract at the time the contract is made (or there may be a combination of written and oral express terms)

  2. •

    implied terms—are not stated in the contract but arise 'by implication' to reflect the intention of the parties at the time the contract was made. Terms may be implied by fact, law or custom

For guidance on implying terms into contracts, see Practice Notes:

  1. •

    Contract interpretation—terms implied by fact

  2. •

    Contract interpretation—terms implied by law

  3. •

    Contract interpretation—terms implied by custom and usage

Issues with express contractual terms

Where terms are expressly agreed, issues can arise as to:

  1. •

    incorporation—what has been incorporated as an express term of the agreement, and

  2. •

    construction or interpretation—what the incorporated terms mean

Where statements are made in the course of negotiations, but not effectively incorporated as express terms of the agreement, consideration

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United Kingdom
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Summary judgment definition
What does Summary judgment mean?

A procedure by which a court may decide a claim or a particular issue without a trial, if it considers that one or other party has no real prospect of succeeding on or successfully defending the claim or issue and there is no other compelling reason why the claim or issue should proceed to a trial.

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