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The purpose of this paper is to analyse the practical policy arguments that support the exclusion of pre‐contractual negotiations in the interpretation of written contracts, and the more principled arguments for allowing such evidence to be admitted. This paper proposes that the exclusionary rule be relaxed in certain limited circumstances.

The paper adopts a black‐letter law approach focusing heavily upon the principles of law itself. It analyses the arguments for and against admitting pre‐contractual negotiations in the interpretation of written contracts through examining key court judgments, key journal articles and leading text under English law and other common law jurisdictions.

The findings show that the arguments advanced in support of the exclusionary rule, whilst of great significance, are not that convincing. The arguments for relaxing the exclusionary rule in certain limited circumstances are very strong.

Empirical study may show that the arguments in support of the exclusionary rule are not in practice as significant as postulated. The paper is focused on the law of England and Wales.

This paper will be instructive to commentators, lawyers, academics and students in the field of commercial contract law and parties to contracts.

The paper contributes to pushing back the boundaries of the developing law in the interpretation of written contracts.

In attempting an examination of the contractual and normative concepts of the collective agreement, some ideas are tentatively put forward in the pages which follow hoping that they will stimulate the reader's mind and open areas for further discussion.

Legal remedies are incorporated into international construction joint ventures (ICJVs) to mitigate contractual breaches. The effectiveness of remedies is predicated on two conditions; the comprehensiveness of the contract and its enforceability within the jurisdiction of interpretation. Relational-related weaknesses contribute to contracting parties placing a premium on the contract's capacity for mediating the relationship. However, contracts are not always enforceable. This study aims to examine means by which joint venture relational governance can be maintained under conditions of minimal legal recourse.

A relational contracting (RC) theory was used as the theoretical underpinning of the paper. Data were collected and analyzed following a multiple-case study approach from case projects in which ICJVs' was used.

The findings reveal (1) 17 relational and contractual governance problems; the main six being contractual flexibility, contractual joint venture system, contract reviewing, project conflict, national culture and leader–follower transgressions; (2) relational and contractual governance problems are managed differently, depending on financing sources and partners' national culture; and (3) that a developed RC-based framework comprising four stages is able to facilitate relational and contractual governance in ICJVs.

This study is novel in providing a guided approach to developing non-legal remedies for the mitigation of contractual breaches in ICJVs, grounded in theory and contextualized for the construction sector.

Inter-organisational governance is an important enabler for information processing, particularly in relationships undergoing digital transformation (DT) where partners depend on each other for information in decision-making. Based on information processing theory (IPT), the authors theoretically and empirically investigate how governance mechanisms address information asymmetry (uncertainty and equivocality) arising in capturing, sharing and interpreting information generated by digital technologies.

IPT is applied to four cases of public–private relationships in the Dutch infrastructure sector that aim to enhance the quantity and quality of information-based decision-making by implementing digital technologies. The investigated relationships are characterised by differing degrees and types of information uncertainty and equivocality. The authors build on rich data sets including archival data, observations, contract documents and interviews.

Addressing information uncertainty requires invoking contractual control and coordination. Contract clauses should be precise and incentive schemes functional in terms of information requirements. Information equivocality is best addressed by using relational governance. Identifying information requirements and reducing information uncertainty are a prerequisite for the transformation activities that organisations perform to reduce information equivocality.

The study offers insights into the roles of both governance mechanisms in managing information asymmetry in public–private relationships. The study uncovers key activities for gathering, sharing and transforming information when using digital technologies.

This study draws on IPT to study public–private relationships undergoing DT. The study links contractual control and coordination as well as relational governance mechanisms to information-processing activities that organisations deploy to reduce information uncertainty and equivocality.

The purpose of this paper is to consider the impact on rent review clauses of a recent UK Supreme Court ruling on the interpretation and application of contractual provisions. Although the ruling in Arnold v. Britton (2015) UKSC 36 concerned service charge provisions, the court’s approach has significant implications for rent reviews where a fixed or indexed increase is intended.

Review of the Supreme Court’s approach and findings in a case concerning clauses that provided for fixed percentage increases in long leases.

It is no part of the court’s function, through the process of contractual interpretation, to rescue a party from a bad bargain.

Supreme Court ruling in Arnold v. Britton was considered in the context of recent rulings on rent review clauses.

When drafting for a fixed or stepped increase at rent review, parties must ensure that any formulae or other provisions governing calculation produce results that are fair and in line with the parties’ actual intentions. The court will not use the process of contractual interpretation to rescue a party from a bad bargain, and will not intervene to override clear wording. Although the court has power to decide in favour of commercial common sense where a clause is ambiguous or unclear, there is a limit to the “red ink” that the court can apply, and no room for remedial interpretation where a clause is clear.

Where contract provisions are clear it is not open to the court to intervene, by means of contractual interpretation, to protect or to rescue a party who has been disadvantaged, however seriously, if the clause is clear. Where such cases arise in a contract covered by English law, or in similar common law jurisdictions, any protection must be found in statute.

Practitioner’s review and comments on recent Supreme Court authority.

Defense acquisition programs are plagued by surging delays and cost overruns. In particular, contract management of defense acquisition programs has been identified as 'high risk' - and threatening to project results. This article examines how contracts, as legal mechanisms, may be disruptive and obstruct cooperation between the DoD and contractors. The main observation this article makes is that tensions between the norms set forth in contracts and other non-legal norms can become a major reason for problems in defense procurement. It explains why these tensions may undermine cooperative behavior between contractors and the DoD and can become a source of disappointing acquisition program results. A framework is provided for identifying such tensions, and contract design principles are proposed to enhance cooperation and eliminate these tensions when drafting contracts for defense acquisition and other complex programs.

The legal ramifications of the bill of lading continued to develop in the nineteenth century in the American Law. The bill of lading and the implications of its issue began to be reported in many cases as early as the beginning of the 19th century. The leading cases of Delaware and Pollard v Vinton before the supreme court of the United States illustrate the position occupied by the bill of lading from its first steps in the world trade under the interpretation given by the American courts.

The purpose of this legal update is to examine the recent case law relating to rent review in England and Wales. The paper argues that as rent terms have reduced in length, and as market conditions have tended to produce nil-uplifts, there have been relatively few review cases before the court. Cases that reach court tend to fall into two broad categories: contractual interpretation and challenges to third-party determination.

Review and analysis of case law in England and Wales.

There are no special rules for interpreting rent review clauses. The court's approach to contractual interpretation follows House of Lords and Supreme Court rulings culminating in Rainy Sky SA v Kookmin Bank (2011). There are also very limited circumstances in which the court will set aside an arbitrator's award, informed by a policy that favours upholding arbitration awards as a quick and cost-effective way to settle rent review disputes.

Rent review clauses must be interpreted in accordance with the normal rules of contractual interpretation. The court is unlikely to be swayed by submissions asserting the “general purpose” of rent review.

This is an original analysis of case law.

Bills of lading had been in use a long time before the first attempts for the standardisation of their terms occurred. Their utility as legal documents was recognised after they have been circulated and used in international trade for some time. More clauses purporting to absolve the carrier from liability were introduced in the content of the bill of lading . A formula for the establishment of minimum liability of the carrier was adopted by a series of conferences after the first world war, in order to stop the practice of contracting in ways which would unduly favour the carrier. The whole effort has resulted in the emergence of the international convention for the unification of certain rules relating to bills of lading 1924. In modern days this document started to be used as a register in the book of loading and after years of practice has established as a new document. A bill of lading is a fundamental and vital document of international trade and commerce, indispensable to the conduct and financing of business involving the sale and transportation of goods between parties located at a distance from one another. A bill of lading has commonly been said to have three characteristics : 1} a contract for the carriage of the goods 2} an acknowledgement of their receipt and 3} documentary evidence of title . However, there is an uncertainty and dispute about its contractual nature. The significance of the establishment of the contractual role of bills of lading based on the necessity that any contractual party should know the final terms of the contract upon which the terms of the International Conventions will be implied to. Contractual terms must not be different to these stated by the International Conventions. Is the bill of lading the contract of carriage upon which the terms of the International Conventions are implied to? In this first article it is proposed to investigate the contractual role of bills of lading as it has been perceived in the different international conventions. The analysis will be based mainly on arguments which have arisen from the content of the conventions themselves, than by investigating the national Acts which were introduced in order to implement the international conventions. Reference to other sources, such as court decisions or views of various scholars, will be made in case that there is a straight relation with the construe of the conventions themselves. The main scope is to find out how the international practice is reflected in the writing of the conventions. This article will be the first of a series of articles which will follow and where their contractual role under the Creek, United States and English law will be investigated.

The issue of employment status lies at the heart of much conflict in the gig economy, with many gig economy workers effectively excluded from statutory employment protection because of it. Establishing employment status continues to be the gateway to accessing most UK statutory employment rights, a fact which makes the exclusion of casual workers from much statutory protection seem arbitrary and unjust. Employment status has been historically determined by common law conceptions of the contract of employment. This creates particular difficulties for casual workers, who have typically had to prove a requirement to perform personal service and to show that the contract was based on mutual obligations in order to be recognised as employees. The advent of the gig economy has seen the concept of employment status evolve as courts and legislators have struggled to adapt to a more flexible labour market. Likewise, gig economy employers have gone to considerable lengths to try to circumvent the legal protections available to their workers. This chapter will examine the evolving role of common law doctrine in defining employment status and the emergence of the category of ‘worker’ as an definition of employment status for those who work in the gig economy. It will analyse prominent cases involving gig economy employers (such as Uber BV v Aslam) and explore how these cases have re-defined contractual doctrine. Finally, the chapter will analyse the Taylor Review (2017) and examine the viability of a conceptual uncoupling of statutory employment protection from contractual doctrine.