McMeel on the Construction of Contracts

Gerard McMeel KC is a leading commercial law scholar and practitioner, and has been a Professor at the Universities of Bristol, Manchester, and Reading. At Reading, he is Director of the Centre for Commercial Law and Financial Regulation. He has held numerous visiting positions, most recently as Visiting Professor at the National University of Singapore. Gerard was at the forefront of modern scholarship on contractual construction, and has been an influential critic of the excesses of contractual estoppel. After two decades of trial and appellate advocacy he was successful in the 2019 Queen's Counsel competition, and appointed silk in 2020. Gerard practises from Quadrant Chambers.

• ITHE GENERAL PART1: Principles and Policy2: Comparative and Theoretical Perspectives3: The Objective Principle of Construction4: Internal Context: The Whole Contract Approach5: External Context: Surrounding Circumstances, 'Matrix', and 'Background'6: Standard Form Contracts and Standard Provisions or 'Boilerplate Clauses'7: Presumptions8: MaximsIIRELATED DOCTRINES9: Implication of Terms: General Principles10: Implication of Terms at Law: Standard Incidents, Mandatory Rules, and Default Rules11: Implication of Terms in Fact: Contractual Gap Filling12: Custom, Usage and Trade Practice13: New Horizons: Relational Contracts, Obligations of Good Faith, and Constraining Contractual Discretions14: Formation and Certainty15: Incorporation and Proof of Terms16: Parties, Third Party Effects, and Clauses Precluding Assignment17: Rectification and Correcting Mistakes through Construction18: Estoppel by Convention and Estoppel by Deed19: Construction and Mistake as a Vitiating FactorIIIPARTICULAR CONTRACTUAL PROVISIONS20: Conditions, Warranties, and Indemnities21: Exemption Clauses and Unfair Contract Terms22: Change of Circumstances and Force Majeure Clauses23: Restriction of Variation and Waiver (or 'No Oral Modification') Clauses24: Express Termination Clauses and Other Modifications of Remedies25: Payment Provisions, Agreed Damages Clauses, and the Penalty Rule26: Time Stipulations27: The Integrity of the Instrument: 'Entire Agreement' and 'Non-Reliance' Clauses28: Dispute Resolution: Choice of Court Agreements, Choice of Law, Arbitration, and Alternative Dispute ResolutionIVRULES RELATING TO WRITTEN CONTRACTS29: The Status of Instruments: Forgeries, Deliberate Alteration, Non Est Factum, and ShamsVCONSTRUCTIONS AND PRACTICE30: Evidence and Practice