UCL Faculty of Laws


Online Course | Interpreting Commercial Contracts

13 January 2022–10 March 2022, 12:45 pm–2:00 pm

Night time skyline of Londons canary wharf

A 10 seminar course over 10 weeks from 12:45 - 14:00

Event Information

Open to



UCL Laws Events

About this course

Commercial lawyers spend much of their working lives reading and writing contracts. Most of the contract problems which occur in practice are concerned with the meaning of the words which have been used in the contract. That is why the interpretation of contracts is such an important issue in practice.

The purpose of this course is to discuss the conceptual issues involved in the interpretation of contracts and the types of problems which are encountered in practice. It is aimed at anyone involved with contracts. It is primarily intended for lawyers - whether they are in private practice (as transactional lawyers or litigators) or in-house or in universities or government. It may also be of interest to non-lawyers with an interest in contracts.

It will consist of 10 lunch time seminars held between January and March. Each seminar will run for an hour and a quarter and will be conducted via Zoom.

The course will be interactive, and those attending will be encouraged to discuss the issues and the cases involved. Contractual interpretation is largely concerned with questions of judgement. There is rarely one irrefutable answer, as the number of cases which are successfully appealed demonstrates. It is therefore a subject which is well suited to discussion.

The ten seminars will deal with the following issues, in each case concentrating on a few of the key cases:



13 January

Seminar 1:
Why is contractual interpretation important and why is it so difficult in practice?

20 January

Seminar 2:
Interpretation and rectification: what is the difference and why does it matter?

27 January

Seminar 3:
Freedom of contract: penalties, entire agreement clauses and variation clauses.

3 February

Seminar 4:
How do you read a contract as a whole?

10 February

Seminar 5:
When can surrounding circumstances be used when interpreting a contract, and what does that mean in practice?


24 February

Seminar 6:
What do words mean?

3 March

Seminar 7:
How do we deal with ambiguity?

10 March

Seminar 8:
Judicial distortion of the English language: general issues

17 March

Seminar 9:
Judicial distortion of the English language: specific clauses.

24 March

Seminar 10:
How does all this affect the way we should draft contracts?

About the Tutor

Richard Calnan is a partner at Norton Rose Fulbright LLP in London and a Visiting Professor at University College London.

He is the author of Taking Security (LexisNexis, fourth edition 2018), Proprietary Rights and Insolvency (Oxford University Press, second edition 2016) and Principles of Contractual Interpretation (Oxford University Press, second edition 2017).

Fees for the full series

Standard Fee = £600 (Group fee for 3 or more from the same firm = £500)
Academic / Government Legal / NGO Fee  = £300
Student Fee (non-UCL) = £100

UCL Laws Students should email lisa.penfold@ucl.ac.uk for details of how they can secure their place

Virtual Delivery and Recordings

This course will be held using Zoom.

Each session will be recorded so that if you miss a session you will have 7 days to catch up.

How to book your place

See the booking page at: https://ucl-interpreting-commercial-contracts-2022.eventbrite.co.uk

Payment can be made by card but you can request an invoice from us by emailing lisa.penfold@ucl.ac.uk if your firm is unable to make card payments.


If you have any queries about this course please contact Lisa Penfold (CPD Manager, UCL Laws) by emailing lisa.penfold@ucl.ac.uk

UCL Student places

UCL students should complete the form to secure their space. You will need to log in with your UCL credentials to access this form.

Book your place