Open AccessMulti-Link Leisure Developments Ltd v North Lanarkshire Council: Commercial Interpretation or Relief From a Bad Bargain?
Author(s) -
Adele M. Taylor
Publication year - 2012
Publication title -
victoria university of wellington law review
Language(s) - English
Resource type - Journals
eISSN - 1179-3082
pISSN - 1171-042X
DOI - 10.26686/vuwlr.v43i2.5038
Subject(s) - interpretation (philosophy) , lease , context (archaeology) , windfall gain , common sense , supreme court , law , law and economics , common law , economics , political science , sociology , business , finance , history , linguistics , philosophy , archaeology
In the 2011 decision Multi-Link Leisure Developments Ltd v North Lanarkshire Council, the United Kingdom Supreme Court purported to apply a business common sense approach to the interpretation of an option clause in a lease. In particular, several of the Lords identified that the one possible interpretation of the clause would lead to a "windfall" – a significant financial advantage – for the appellant. Their reasons hinged significantly on their view that this was a consequence inconsistent with commercial sense, which the parties were unlikely to have intended. This article analyses the relevance of a "windfall" in the context of the modern common sense approach to the construction of contracts. It concludes that the Court’s reliance upon a "windfall" of this kind goes beyond the bounds of commercial interpretation and introduces problematic notions of substantive fairness into a business common sense approach to the interpretation of contracts.