Interpretation of international commercial contracts : is uniform approach to interpretation achievable across legal systems?

Ndive, Gabriel Udobodo (2022) Interpretation of international commercial contracts : is uniform approach to interpretation achievable across legal systems? (PhD thesis), Kingston University, .


The overall purpose of this research was to make a realistic and meaningful scholarship contribution towards finding a solution to an apparently unending debate involving international commercial contract interpretation namely, whether a uniform approach to interpretation was achievable in view of the diversity and plurality of legal systems. The search for a solution to this problem became ever important considering the centrality of contract interpretation in the international commercial contracting and often consequent litigation. This has become even more topical firstly, in view of the globalisation which has seen national boundaries as constituting a barrier to free flow of goods, services and finance; secondly, there is a need to promote international trade aimed at global economic development; and thirdly, there is the need to reduce transaction costs in international commercial contracting. This research is structured into 6 chapters starting with introduction and literature review, understanding commercial contract interpretation; principles and practices in the approach to interpretation across legal systems; origin and factors promoting divergent approach to interpretation; international efforts and drive towards uniform approach. From the exploration and analyses of some interpretation scholarship contributions, it was found that efforts towards achieving uniform approach across legal systems which were mainly in the creation and use of unification and harmonisation instruments seem to be failing to yield the desired results. This failure was mainly attributed to fact that their application has been left in the hands of national judges whose backgrounds such as education, training, practice and experience are embedded in their differing legal systems and cultures. This may be contributing to the homeward attitude of the judges of national courts and arbitrators when presented with the task of interpreting international commercial contracts. It is believed that this is likely to result in the divergent approach to interpretation and possibly leading to divergent outcome of the same or similar contractual text when moved across legal systems. The findings point to the conclusion that probably uniform approach to interpretation of international contracts was achievable, however not without having an independent institution such as an international commercial court. This became the subject of chapter 6 where some steps considered to be practical and realistic towards the establishment of the proposed court are suggested.

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