A Comparative Analysis of US and English Contract Law Interpretation and Implied Terms

Andrew Taylor, General Counsel , Hesco Group, United Kingdom

Contractual disputes frequently arise out of disagreements between commercial parties around ambiguous or incomplete contractual terms. Negotiating parties will seek to incorporate the terms of their commercial arrangement within a written contractual instrument that is comprehensive and unambiguous. Often, however, contracts are: 1) agreed under commercial pressure; 2) made between parties of unequal bargaining power; or 3) between parties dealing on cross-border transactions using differing terminology and drafting techniques. International in-house counsel are consequently required to deal with a variety of contracts with different governing laws and a colourful mix of terminology and drafting. The circumstances around a transaction may change and the written terms of a commercial contract are reviewed to address and hopefully resolve a particular issue. The same question then arises time and time again: how should we interpret this clause?

Andrew trained and qualified as a solicitor with Pinsent Masons LLP in Leeds, before practising as a solicitor in Eversheds’ Construction and Engineering team for 5 years where he acted for a variety of clients, including manufacturers, contractors, energ

Hesco is a world leader and innovator in the design and manufacture of rapidly deployable barrier systems. Since 1991 we have been at the forefront of earth-filled barrier technology, saving countless lives and millions of dollars worth of property and eq