Search

This paper investigates whether the process of contract interpretation (also described as contract construction) can be automated. It approaches the task in two stages. The first part explains contract interpretation as a cognitive process. It demonstrates that interpretation involves: (i) the identification of arguments in favour of each interpretation; and (ii) the weighing and balancing of arguments to arrive at the construction that was probably intended. The second part of the paper explores the extent to which the process can be automated by logical design or through machine learning. It demonstrates that manual programming and data analytics can automate the interpretive process in different ways and to different extents: a machine can be manually programmed to formulate some interpretive arguments; relevant interpretive information can be identified, classified and extracted through machine learning; and data analytics can be applied to recognise argument patterns in interpretive disputes. [ABSTRACT FROM AUTHOR]

In Wood v Capita Insurance Services Ltd [2017] AC 1173, the UK Supreme Court emphasised that contract interpretation involves 'striking a balance between the indications given by the language and the implications of the competing constructions'. This paper investigates the nature of the balancing act at the heart of construction. It argues that the balancing exercise is easier to comprehend if construction is understood in a particular way, namely, as a technique employed to infer objective intention from the choice of words in a contract. The admissible factors—ie, the potential meanings for the words, the background, the purpose of the contract and the consequences of the potential interpretations—serve as indicators of intention. The composition and relative strength of the competing considerations ultimately determines the resolution of the dispute. Often, the objective intention of the parties is found in the complexities and implications of the contract text. [ABSTRACT FROM AUTHOR]

The article focuses on action and defenses related to contract interpretation and conveyancing in Australia. It discusses a court case Western Export Services Inc v Jireh International Pty Ltd, where in the High Court of Australia denied the motion for special leave application. The High Court with reference to the case Codelfa Construction Pty Ltd v State Rail Authority, ruled that evidence of context is only admissible if the text is ambiguous or susceptible of more than one meaning.