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Contract Interpretation Contract Terms Contract Disputes

BCLP

"Battle of the Forms” in the Hong Kong Construction Industry

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What lawyers call a “battle of the forms” occurs when two parties, negotiating a contract, exchange conflicting standard terms during the contract negotiation and formation. This leads to the obvious and not uncommon dilemma:...more

BCLP

Does “Back to Back” Mean “Pay When Paid” in Construction Contracts?

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In Sze Fung Engineering Limited v Trevi Construction Company Limited [2025] HKCA 278, the Hong Kong Court of Appeal (“CA”) ruled that the “back to back” wording in that case was not a “pay when paid” clause, but governed only...more

McGinnis Lochridge

Tackling Free-Use and At-The-Well Royalties

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This lease royalty case involved a dispute over whether the lessee was permitted to deduct volumes of gas used off the premises to power post-production activities on other gas produced from the same well. Carl v. Hilcorp...more

BCLP

Shifting Contractual Risks and Managing Electronic Contracts

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In this Insight, Shy Jackson takes a look at the decision of John Sisk and Son Limited v Capital & Centric (Rose) Limited [2025] EWHC 594 (TCC) where the court had to grapple with interpreting a contract which was kept on a...more

A&O Shearman

DBS, delay and decoding conditions precedent

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The Court of Appeal has dismissed a claim by the UK Home Office's Disclosure and Barring Service for over GBP1.5 million worth of delay payments against its IT supplier Tata. The contract contained a condition precedent to...more

Mayer Brown

Understanding How ‘Course of Performance’ Principles Impact Financings

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EXECUTIVE SUMMARY - When contract language is ambiguous and the court is tasked with finding the intended meaning, interpretation principles – such as “course of performance” – may be used. But did you know this principle...more

A&O Shearman

Disputes 101 - Boilerplate provisions and how not to get scalded

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In the fourth and final post on our series on Disputes 101 we look at boilerplate provisions on: entire agreements, non-reliance, oral variation (aka oral modification) and waiver. Entire agreement and non-reliance - Entire...more

Davis Wright Tremaine LLP

Armed Services Board of Contract Appeals Restrictively Interprets Standard Government Release Language

The ASBCA restrictively interpreted standard release language in a government modification. In the Sauer Construction case, ambiguous release language couldn't bar a remediation claim, highlighting the need for clear...more

A&O Shearman

Disputes 101- Contractual interpretation: through the looking-glass

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If you draft contracts, you want to ensure, if there's ever a dispute, that the court agrees with your meaning. As a litigator, you will want the words to mean whatever your client wants them to mean. Either way, you need to...more

Morris, Manning & Martin, LLP

Delaware Law Update: A Contractual Right to Terminate will be enforced by Delaware Courts

In the context of a contract with hundreds of pages and multiple schedules, exhibits, appendices, and annexes, contractual language can be difficult to reconcile. Multiple provisions can appear to address a certain situation....more

BCLP

Conditions Precedent and Time Bars, Getting Around Them

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When a party fails to comply with a condition precedent, especially if such a provision includes a time limit for the fulfilment of the obligation, it will often advance various arguments to avoid the consequences of...more

Allen Matkins

If A Contract Creates No Legally Enforceable Rights, Is It A Contract?

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The word "contract" is derived from the Latin word contrahere which means to draw (or drag) together.   The California Civil Code defines a "contract" as "an agreement to do or not to do a certain thing".  Cal. Civ. Code §...more

Bennett Jones LLP

How Liquid is Your Letter of Credit?

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Other than cash, a standby letter of credit (LoC) is generally considered the most liquid form of performance security. While beneficiaries generally believe drawing on an LoC should be a relatively simple process, many do...more

Dorsey & Whitney LLP

Overview of Three Recent Decisions on the Interpretation of Contractual Clauses

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English courts will seek to determine the objective meaning of a contractual provision when a dispute as to its interpretation arises. The starting point is the ordinary meaning of the words in the agreement but as and when...more

A&O Shearman

Aston Martin and the duty of good faith

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The High Court rejects various claims that the sports car manufacturer breached express and implied duties of good faith. This dispute between Aston Martin and AMMENA, its distributor in the MENA region, began when...more

BCLP

Disputes in Focus: Quick Q&A on Contractual Interpretation

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Following a series of three Supreme Court judgments between 2011 and 2017, the general approach to interpretation of contracts under English law has been fairly clear....more

A&O Shearman

More than a leap of good faith to override express terms

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A relational contract containing a duty to act in good faith could not be implied to contradict express termination provisions....more

Gray Reed

Texas Supreme Court Rules on “Bespoke” Add-Back Royalty Clause

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In Devon Energy Production Company, LP et al v. Sheppard et al, the Supreme Court of Texas construed what it referred to as a “bespoke” and “highly unique” royalty clause in several oil and gas leases to prohibit the...more

A&O Shearman

It’s not you, it’s me: relational contract to be interpreted like all others

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The Court of Appeal has (thankfully) confirmed there are no special rules of interpretation when it comes to relational contracts. This was a dispute about whether Quantum Actuarial had to do what was necessary to...more

Latham & Watkins LLP

Complex Commercial Litigation Law Review - Fifth Edition - England & Wales

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The courts of England are some of the most established fora for dealing with complex commercial litigation. The Civil Procedure Rules (CPR) that apply to English civil litigation, which govern every aspect of cases from...more

A&O Shearman

A cautionary tale of the importance of keeping track of changes

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A recent Scottish case involving a dispute over the calculation of the purchase price under a share purchase agreement highlights the importance of ensuring that definitions (and other terms in an agreement) accurately...more

A&O Shearman

Keeping the Faith: English Court of Appeal Considers Contractual Good Faith Provision in Shareholder Agreement

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The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more

A&O Shearman

Straddling the fence - contractual interpretation in the abstract

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Life expectancy obligations in a construction project applied only to the newbuilds, not the refurbished properties under that project, according to the High Court. This case was not one where a breach was being alleged,...more

PilieroMazza PLLC

Identifying and Quantifying Government Contract Claims

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Filing a claim against a government agency to recover time and/or money related to a contract can be a daunting process. Understanding the claims process and, if necessary, the appeals process is essential. Whether...more

PilieroMazza PLLC

[Webinar] Identifying and Quantifying Government Contract Claims - August 17th, 2:00 pm - 3:00 pm ET

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Filing a claim against a government agency to recover time and/or money related to a contract can be a daunting process. Understanding the claims process and, if necessary, the appeals process is essential. Whether...more

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