Abstract

This article proposes to take seriously Lord Hoffmann's influential restatement of the rules of contractual interpretation. Consequently, it seeks to investigate the ‘common sense principles by which any serious utterance would be interpreted in ordinary life’, with the aid of theoretical insights from psycholinguistics, pragmatics and the philosophy of language. Such an investigation provides a principled explanation for some of the key features of our legal rules of interpretation, such as the objective principle and the importance of the factual matrix and the parties' reasonable expectations. It is shown that the intended meaning of a contractual document goes far beyond the ordinary linguistic meaning of the document, and even far beyond the information that crossed the drafter's mind. The common sense principles are then used to explain some key cases on the interpretation of contracts