Contractual interpretation: implied terms

By Amantha Seneviratne

The High Court has recently delivered a judgment on the interpretation of a restriction on the transfer of shares contained in pre-emption provisions in a shareholders’ agreement.

The recent Court of Appeal decision in McKillen v Misland (Cyprus) Investments Ltd and others (2013) confirms the Court’s reluctance to imply a term into a contract where the existing wording is unambiguous, even if this means that the result is unfavourable for one of the parties.

The Courts have the power to imply a provision into a contract to remedy a clear mistake in the drafting. This can only be done in accordance with the test in Chartbrook Ltd v Persimmon Homes Ltd and Ors (2009) which sets out that…

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