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J W Carter - The Construction of Commercial Contracts

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This book adopts a principled approach to the law applied in the construction of commercial contracts. This approach is presented as part of a coherent theory of the law of contract construction which makes a unique contribution to scholarship and understanding of the most important aspect of the practice of commercial lawyers. The law is explained by reference to three stages in construction. It distinguishes the preliminary stage in which context is established, from the meaning and application stages of contract construction. The approach provides insights both into the practical problems that lawyers face, in particular in relation to admissibility of extrinsic evidence, and the theoretical underpinnings of the subject. The book also explains the relationship between intention and construction, and discusses general and specific rules that determine the results of construction disputes. Each chapter is introduced by statements of its objectives, and the book includes simple definitions of key concepts, as well as summaries of the complex principles which comprise the law of construction. In illustrating construction principles and their application, the exposition of the law draws on the authors knowledge of Australian contract law and the influence and role of the UNIDROIT Principles of International Commercial Contracts, the Convention of International Sale of Goods, and the American Restatement (Second) Contracts. The book will be an essential guide for all those involved with commercial contracts.

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Abbreviations

Books that are frequently referred to have abbreviated titles and their publication details are provided in the list below. All other books are referred to by author surname and book title. The publication details for all works referred to appear in the bibliography at the end of this book.

B OOKS AND L OOSELEAF S ERVICES

Carters Breach of Contract Carter, J W, Carters Breach of Contract (Hart Edition) , Hart Publishing, Oxford, 2012

Carter on Contract Carter, J W, Carter on Contract, LexisNexis Butterworths, Sydney, 2002

Corbin on Contracts Corbin, A L, Corbin on Contracts, West Publishing Co, St Paul, 12 vols, 195164

Lewison Lewison, Sir Kim, The Interpretation of Contracts, 5th ed, Sweet & Maxwell, London, 2011

Lyons Lyons, John, Semantics, 2 vols, Cambridge University Press, Cambridge, 1977

Norton on Deeds Morrison, R J A, and Goolden, H J, eds, Norton on Deeds, 2nd ed, Sweet & Maxwell, London, 1928

Wigmore on Evidence Wigmore, J H, Evidence in Trials at Common Law, rev ed, 10 vols, Chadbourn, J H, Little Brown & Co, Boston, and Little Brown & Co (Canada) Ltd, Boston and Toronto, 1981

L AW R EFORM R EPORTS

Parol Evidence Rule Report Law Commission for England and Wales, Law of Contract: The Parol Evidence Rule, Cmnd 9700, Law Com No 154, HMSO, London, 1986

Parol Evidence Rule Working Paper Law Commission for England and Wales, Law of Contract: The Parol Evidence Rule, Working Paper No 70, HMSO, London, 1976

O THER A BBREVIATIONS

Australian Consumer LawCompetition and Consumer Act 2010 (Cth), Sch 2

CISGUnited Nations Convention on Contracts for the International Sale of Goods 1980, Final Act of the United Nations Conference on Contracts for the International Sale of Goods, United Nations Doc A/CONF 97/18, April 10, 1980, Annex I

Contracts Restatement 2d (1979) American Law Institute, Restatement of the Law Second, Contracts 2d, as adopted and promulgated in May 1979, American Law Institute Publishers, St Paul, 1981

UNIDROIT PrinciplesUNIDROIT Principles of International Commercial Contracts 2010

Uniform Commercial Code (US) American Law Institute and National Conference of Commissioners on Uniform State Laws, Uniform Commercial Code, 1990 Official Text

Bibliography

B OOKS , P AMPHLETS AND L OOSELEAF S ERVICES

Allott, A N, Law and Language, University of London, London, 1965

Atiyah, P S, The Rise and Fall of Freedom of Contract, Clarendon Press, Oxford, 1979

Baldick, Chris, The Concise Oxford Dictionary of Literary Terms, Oxford University Press, Oxford, 1990

Beatson, Jack, and Friedmann, Daniel, eds, Good Faith and Fault in Contract Law, Clarendon Press, Oxford, 1995

Birks, P B H, ed, The Frontiers of Liability, OUP, Oxford, 1994

Carter, J W, Carters Breach of Contract (Hart Edition), Hart Publishing, Oxford, 2012

Carter, J W, Carters Breach of Contract, LexisNexis Butterworths, Sydney, 2011

Carter, J W, Carter on Contract, LexisNexis Butterworths, Sydney, 2002

Coote, Brian, Exception Clauses, Sweet & Maxwell, London, 1964

Corbin, A L, Corbin on Contracts, West Publishing Co, St Paul, 12 vols, 195164

Fried, Charles, Contract as Promise, Harvard University Press, Cambridge Massachusetts, 1981

Furmston, Michael, and Tolhurst, G J, Contract Formation: Law and Practice, Oxford University Press, Oxford, 2010

Gordley, James, The Philosophical Origins of Modern Contract Doctrine, Clarendon Press, Oxford, 1991

Holmes, O W, The Common Law, Howe, M De W, ed, Little Brown & Co, Boston, 1963

Lyons, John, Semantics, 2 vols, Cambridge University Press, Cambridge, 1977

Morrison, R J A, and Goolden, H J, eds, Norton on Deeds, 2nd ed, Sweet & Maxwell, London, 1928

Ogden, C K, and Richards, I A, The Meaning of Meaning, Routledge & Kegan Paul, London, 1923

OConnor, J F, Good Faith in English Law, Dartmouth, Aldershot, 1990

Peden, Elisabeth, Good Faith in the Performance of Contracts, Butterworths, Sydney, 2003

Phillips, J C, The Modern Contract of Guarantee, 2nd English ed, Sweet & Maxwell, London, 2010

Rawls, John, A Theory of Justice, OUP, Oxford, 1973

Rose, F D, ed, Lex Mercatoria: Essays on International Commercial Law in Honour of Francis Reynolds, LLP, London, 2000

Searle, J R, ed, The Philosophy of Language, Oxford University Press, Oxford, 1977

Simpson, A W B, A History of the Common Law of Contract, Clarendon Press, Oxford, 1975

Smith, Neil, and Wilson, Deidre, Modern Linguistics: The Results of Chomskys Revolution, Penguin Books, London, 1990

Treitel, G H, Doctrine and Discretion in the Law of Contract, Clarendon Press, Oxford, 1981

Treitel, G H, Remedies for Breach of Contract, Clarendon Press, Oxford, 1988

Wigmore, J H, Evidence in Trials at Common Law, rev ed, 10 vols, Chadbourn, J H, Little Brown & Co, Boston, and Little Brown & Co (Canada) Ltd, Boston and Toronto, 1981

Yates, David, Exclusion Clauses in Contracts, 2nd ed, Sweet & Maxwell, London, 1982

L AW R EFORM R EPORTS

Law Commission for England and Wales, Law of Contract: The Parol Evidence Rule, Working Paper No 70, HMSO, London, 1976

Law Commission for England and Wales, The Parol Evidence Rule, Cmnd 9700, Law Com No 154, HMSO, London, 1986

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