Purposive Contractual Interpretation

Presented by Professor Andrew Robertson, Melbourne Law School

It is now well recognised that contractual purposes play an important role in the construction of contracts. The role of contractual purposes in interpretation and implication, and the ways in which they are taken into account have not, however, been systematically explored. This lecture considered three central issues in the purposive construction of contracts: first, the reasons contractual purposes are relevant to the interpretation of express terms and the identification of implied terms; secondly, the way in which contractual purposes are identified and distinguished from individual party interests; and, thirdly, the different ways in which contractual purposes inform the processes of interpretation and implication. It was argued that contractual purposes can both raise and resolve interpretive choices, and that purposive construction plays a significant and under-recognised role in the identification of implied terms.

Andrew Robertson is the Director of the Obligations Group as well as Director of Studies in Private Law and teaches Contract Interpretation and Current Issues in Negligence in the Melbourne Law Masters program. He joined Melbourne Law School in 1999, was appointed to a chair in 2006, and has been a visiting professor at the University of British Columbia, the National University of Singapore and Lund University in Sweden. He has written numerous papers on contract law, equitable estoppel and negligence, is co-author (with Jeannie Paterson and Arlen Duke) of Principles of Contract Law (5th ed) and Contract: Cases and Materials (13th ed) and has edited several collections of essays on the law of obligations and private law theory. His research has been cited and discussed by various courts, including the House of Lords and the English Court of Appeal.