Q&As

Is the use of ‘and/or’ considered best drafting practice in commercial agreements? How do the courts interpret the use of this phrase?

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Published by a LexisNexis Commercial expert
Published on: 23 July 2019
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Where parties disagree on the meaning of an incorporated term, it will be the task of the court to objectively construe the meaning of the term, having regard to the words used, the contract as a whole and the relevant factual background known to the parties at the time of contracting. Where parties have reached agreement, a court will strive to give that agreement meaning. It is therefore important that the meaning of any phrase incorporated into a commercial agreement is clear and unambiguous.

General contract interpretation

The leading statement on interpretation of contracts is Lord Hoffmann’s statement in Investors Compensation Scheme v West Bromwich Building society. For further reading on Hoffman’s five key principles, see Practice Note: Contract interpretation—the guiding principles.

In summary, these five principles have be adequately described by Lord Bingham in BCCI v Ali:

‘To ascertain the intention of the parties the court reads the terms of the contract

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Jurisdiction(s):
United Kingdom
Key definition:
Investors definition
What does Investors mean?

The investors in a equity'>private equity fund, who will be mainly institutional investors. Typical investors will include pension funds, sovereign wealth funds, funds of funds and university endowments although high net worth individuals and family offices may also invest. The investors will be the limited partners in a limited partnership fund.

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