Interpreting Commercial Contracts

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.

The course will be interactive, with advance reading for each session provided, 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.

Each course will run from 08:45 - 10:00 (UK) over 10 sessions on Zoom.

- Monday 3 November to Friday 6 November 2025
- Monday 10 November to Friday 14 November 2025

All sessions are recorded and available for 30 days after the course ends.

What is covered and when

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

Monday 3 November - Seminar 1: 
Why is contractual interpretation important and why is it so difficult in practice?

Tuesday 4 November - Seminar 2:
Interpretation and rectification: what is the difference and why does it matter?

Wednesday 4 November - Seminar 3: 
Freedom of contract: penalties, entire agreement clauses and variation clauses.

Thursday 5 November - Seminar 4:
How do you read a contract as a whole?

Friday 6 November - Seminar 5:
When can surrounding circumstances be used when interpreting a contract, and what does that mean in practice?

Monday 10 November - Seminar 6:
What do words mean?

Tuesday 11 November - Seminar 7:
How do we deal with ambiguity?

Wednesday 23 November - Seminar 8:
Judicial distortion of the English language: general issues

Thursday 13 November - Seminar 9:
Judicial distortion of the English language: specific clauses.

Friday 14November - 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). His book on Principles of Statutory Interpretation is due to be published by Oxford University Press later in 2022.

Delivery and recordings

This course will be held using Zoom. You will be sent the zoom meeting details one week before the start of the course, with reminders on the day of the session.

Each session will be recorded so that if you miss a session you will have 14 days to catch up.

Fees and How to book your place

Standard Fee: £650
Group Standard Fee: £550
UCL Alumni: £500
Government legal / Academic / NGOs: £350
Non-UCL Students: £150

Book your place

Companies: If you would like to book a place and be invoiced for the fees please email lisa.penfold@ucl.ac.uk