Contra Proferentem in UK Law
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K/S Victoria Street v House of Fraser Ltd and Others
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Quite apart from raising abstruse issues as to who is the proferens (and, in particular, whether the issue turns on the precise facts of the case or hypothetical analysis), "rules" of interpretation such as contra proferentem are rarely decisive as to the meaning of any provisions of a commercial contract. The words used, commercial sense, and the documentary and factual context, are, and should be, normally enough to determine the meaning of a contractual provision.
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Ailsa Craig Fishing Company Ltd v Malvern Fishing Company Ltd
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Clauses of limitation are not regarded by the courts with the same hostility as clauses of exclusion: this is because they must be related to other contractual terms, in particular to the risks to which the defending party may be exposed, the remuneration which he receives, and possibly also the opportunity of the other party to insure.
In my opinion these principles are not applicable in their full rigour when considering the effect of clauses merely limiting liability. Such clauses will of course be read contra proferentem and must be clearly expressed, but there is no reason why they should be judged by the specially exacting standards which are applied to exclusion and indemnity clauses.
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Impact Funding Solutions Ltd v AIG Europe Insurance Ltd (formerly known as Chartis Insurance (UK) Ltd)
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As I see no ambiguity in the way that the Policy defined its cover and as the exclusion clause reflected what The Law Society of England and Wales as the regulator of the solicitors' profession had authorised as a limitation of professional indemnity cover, I see no role in this case for the doctrine of interpretation contra proferentem.
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UBS AG & UBS Securities LLC v HSH Nordbank AG
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The second reason, which he must have meant as a matter of construction, was that the parties must be taken to have intended that, where a dispute fell within both sets of agreements, it should be governed by jurisdiction clause in the contract which was closer to the claim.
Whether a jurisdiction clause applies to a dispute is a question of construction. Where the parties have entered into a complex transaction it is the jurisdiction clauses in the agreements which are at the commercial centre of the transaction which the parties must have intended to apply to such claims as aremade in the New York complaint and reflected in the draft particulars of claim in England.
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Oliver Nobahar-Cookson and Another v The Hut Group Ltd
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But none of those cases was about exclusion clauses, and the contra proferentem rule in its classic form was by no means limited to, or even mainly about, exclusion clauses. It was a rule designed to resolve ambiguities against the party who prepared the document in which the clause appeared, or prepared the particular clause, or against the person for whose benefit the clause operates: see Lewison, (op.
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CONTRACT TERMS. Ed by Andrew Burrows and Edwin Peel Oxford: Oxford University Press (www.oup.com), 2007. xlii + 344 pp. ISBN 978019922937. £90.
... ... on construction and rectification and the current status of the contra proferentem rule (or more properly, as Peel reminds us, rules) and Stefan ... ...
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Lorne D Crerar, THE LAW OF BANKING IN SCOTLAND Edinburgh: Tottel Publishing (www.tottelpublishing.com), 2nd edn, 2007. lxxiv +754 pp. ISBN 9781845921514 (pb). £105.
... ... in the text that cautionary obligations are to be construed contra proferentem and “in the narrowest sense which the words will reasonably ... ...
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Boilerplate: The Foundation of Market Contracts by Omri Ben‐Shahar (ed.)
... ... court’ s intervent ion in circumst ances of one-sid ed consumer contra cts is often unjusti¢ed bec ause selectiv e ignorance is part of th e ... as featur es of the parol e vidence rule and th e contr a proferentem rule peculiar to th e US may be l ess meaningful to B ritish readers , ... ...
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The Law Commission Working Paper No. 73: Non‐Disclosure and Breach of Warranty in Insurance Law
... ... had consistently adopted an overriding use of the contra proferencem principle in favour of the insured, but, despite ... that all warranties are to be construed contra proferentem, and in particular that an insurer must specifically contract for ... ...
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The contra proferentem rule and insurance policies – again
The application of the contra proferentum rule was one of the issues which the English High Court considered in Financial Conduct Authority v Arch Insurance (UK) Limited and Others. The rule provid...
- Contra Proferentem: When To Exclude An Exclusion Cause
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Contra proferentem (again) the war exclusion & proximate cause (UK)
This interesting judgment dealt with a bomb which was dropped by hostile German forces in Exeter in 1942. The bomb did not explode and lay undiscovered until 2021 when it was unearthed during build...
- Contra Proferentem - Another Latin Principle Bites The Dust?