MAXIMISING STRATEGIC ADVANTAGE FOR IN HOUSE COUNSELWHAT DOES YOUR CONTRACT MEAN?

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Do you have the whole contract?

Are there other linked agreements?

Are there other background facts APART FROM pre-contractual negotiations that would influence an ordinary reading of the contract?

What would a third party bystander understand the plain wording of the contract to mean?

The court will look at the whole contract; ideally you will know its contents.

Is there a pre-existing agreement between the parties which was to be embodied in the written agreement?

Would the third party bystander's understanding of the written agreement reflect thatpre-existing agreement?

Was the written agreement secured by one party taking advantage of another’s obvious misunderstanding during the negotiations?

Is the contract one of a particular legal type, such that terms will be implied as a matter of law?

Is the implication of further terms strictly necessary, for example to give business efficiency to the agreement or because they are obviously necessary?

Conclusion: this should give effect to the presumed intention of the parties.

These represent factual matrix; ideally you will have these.

Again, this is factual matrix and should be obtained.

Rectification for common mistake may be available.

Implication of those terms will be available if not inconsistent with express terms.

Rectification for unilateral mistake may be available.

Implication of those terms will be available if not inconsistent with express terms.

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