This book is a unique and extensive comparative study of commercial contract interpretation across 14 selected jurisdictions, namely Croatia, England and Wales, Finland, France, Germany, Greece, Italy, The Netherlands, Poland, Portugal, Scotland, South Africa, Spain and Sweden. Using a dynamic comparative case method, the focus is centered on the discussion of key legal problems, further examined in a detailed and comprehensive comparative analysis. In this way, the book makes important advancements in the general understanding of contract interpretation in European private law in three respects. First, it enriches the conventional conceptual framework for the methods of contract interpretation by distinguishing between interpretation aims and means. Second, it challenges the presumptive division of common law and civil law jurisdictions, for example, the assumption that civil systems follow a subjective approach and common law systems an objective approach to interpretation of contract. Third, the book provides a more subtle analysis of the role of standards of ‘good faith’ in contract interpretation.
A common core of contract interpretation in European private law that is inferred from the national reports is that every legal system strives to reach a compromise between staying true to the intentions of the parties, assessing what a reasonable person would understand from the contract drafting, and preventing outcomes that are unfair or unjust. Each court draws on the material available to it in order to reach this compromise. Conversely, the differences between the jurisdictions pertain to what constitutes a common intention between the contracting parties and reasonableness, and what the appropriate methods are by which these could best be ascertained. Here, the jurisdictions reveal a variety of conceptual, doctrinal and pragmatic similarities and distinctions.
Interpretation of Commercial Contracts in European Private Law presents valuable insights and thoughtful analysis that will be highly relevant to academics, practitioners and students of European private law and contract law.
With contributions by C.J.W. (Jaap) Baaij (Leiden University), Laura Macgregor (University of Edinburgh), David Cabrelli (University of Edinburgh), Katharina Erler (University of Bayreuth), Nicole Kornet (Maastricht University), Adam Kramer (3 Verulam Buildings), Ivana Kunda (University of Rijeka), Antonio Las Casas (University of Catania), Joasia Luzak (University of Exeter), Kalle Mäenpää (District Court of Helsinki), Adelaide Menezes Leitão (Lisbon University), Emilia Mišćenić (University of Rijeka), Anastasios Moraitis (Freshfields Bruckhaus Deringer LLP), Franziska Myburgh (University of Stellenbosch), Ville Pönkä (University of Helsinki), Lorna Richardson (University of Edinburgh), Isabelle Rueda (University of Exeter), Joel Samuelsson (Uppsala University), Martin Schmidt-Kessel (University of Bayreuth), Gema Tomás (University of Deusto), Vesna Tomljenović (General Court of the European Union), Remus Valsan (University of Edinburgh), and Aneta Wiewiórowska-Domagalska (Osnabrück University).
Dr C.J.W. (Jaap) Baaij is Assistant Professor of Private Law at Leiden Law School. His work focuses on contracts, arbitration, and commercial law. Jaap has been a visiting professor and guest lecturer at, among others, Yale Law School, Columbia Law School, the National University of Singapore Faculty of Law, London School of Economics, and Princeton University.
Laura Macgregor is Professor of Commercial Contract Law at the Law School of the University of Edinburgh. She has recently been appointed to the Chair of Scots Law at Edinburgh University, one of the Law School’s most prestigious Chairs. Laura will be the first woman to hold the Chair in the 297 years since its inception. She is a panel member of REF 2021 and was formerly Visiting Professor in International Commercial Law, Radboud University, Nijmegen.
David Cabrelli is Professor of Labour Law at the Law School of the University of Edinburgh. David holds an LLB (Honours) degree and Diploma in Legal Practice and is a solicitor (non-practising). He is also Assistant Editor of the Edinburgh Law Review. David’s past work has been cited with approval by the Hong Kong High Court, the UK Supreme Court, the Federal Court of Australia and the Supreme Court of South Australia.