Book Review: The Construction of Commercial Contracts by J. W. Carter

Abstract

The Construction of Commercial Contracts by Professor J.W. Carter is an ambitious book. Its stated aim is to “explain as a coherent whole the principles which regulate the construction of commercial contracts” (at p. vii). As will be seen, it more than meets this lofty aim, and is a valuable contribution to an area of work that is not only difficult, but also of immense practical importance. The book achieves its aim by explaining construction as constituting three separate stages: the identification of context (and terms), the determination of the meaning (and legal effect) of a contract, and, finally, the application of a contract to the factual circumstances that have arisen (see p. vii). This central thesis is primarily supplemented by detailed references to English and Australian law, but references to other Commonwealth jurisdictions (including Singapore), as well as the UNIDROIT principles, CISG and the American Restatement (Second) of Contracts, are also made where relevant. The structural result is a book neatly organised around seven parts, with Parts I to III setting out the general concepts and themes behind the book, in addition to the general principles that apply to the construction of commercial contracts. Parts IV and V discuss the first of the three stages of construction, that is, discerning the context of the contract.Part VI discusses the meaning of the contract, and Part VII finishes off with the application of the contract. But quite apart from the structural clarity with which the book is organised, the book is also appropriately presented to different audiences. For the academic or student who may be interested in the conceptual background to the rules of construction, the book does not disappoint. The book, just to raise one of many examples, devotes a considerable number of thoroughly researched pages to discussing the history and evolution of the parol evidence rule. For the practitioner who may be interested in a quick reference material to the present law, the book has conveniently-placed ‘articles’ that summarise the law cogently and accessibly.