ICC614 | Interpretation and Construction of Contracts

Course Information

  • 2019-20
  • ICC614
  • LL.M.
  • I
  • Mar 2020
  • Seminar Course

Lawyers, like other human beings, are users of language. A facility with words is a desirable attribute for a good lawyer. On the negative side, lawyers attract both distrust and derision for their supposed abuses of ordinary language, such as the deployment of arcane terms, over-elaborate syntax and gobbledygook. The areas in which issues arising from the drafting and interpretation of legal language have attracted most attention to date are the fields of constitutional and statutory law. This is unsurprising given that such documents govern the exercise of significant social and political power.

Ascertaining the meaning and effect of the language of contracts and other documents constitutes a central concern of private law and is of great significance to commercial and financial transactions. Courts routinely interpret or construe language employed by private parties in contracts, conveyances, wills and other legal instruments. The rules governing the interpretation of contracts are not generally considered by law schools and practitioners alike to be voguish or to merit close study.

Identifying the genuine debates requires close attention to the questions of what contractual interpretation is, when it is required and what the purposes of it are. The course will not necessarily take judicial pronouncements on interpretation at face value. Rather, it will try to draw out the substance of the changes that have taken place in an attempt to uncover the areas of agreement and controversy in contractual interpretation.


Prashanth Desai
Dr. Prashanth Desai

Assistant Professor of Law (Ad-Hoc)