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GAZETTE
DECEMBER 1989
BOOK REVIEWS
THE INTERPRETATION OF
CONTRACTS
By Kim Lewison
Published by Sweet & Maxwell
Pages: 368 (Text) xlix (Table of
Cases etc)
Price: UK £45.00
The title of this beautifully written,
well researched and attractively
presented book could, to an extent,
be said to belie its content, which
covers in considerable detail not
only the interpretation, but also the
construction, of contracts, and ex-
tends to kindred areas in the realm
of deeds. It sets out to fill a gap
(which undoubtedly needed filling)
and, in so doing, spans a wide
canvas magnificently. What else
could be expected from the pen of
so eminent a lawyer as Mr. Kim
Lewison, whose impressive know-
ledge and expertise is reflected
throughout the work?
The construction and interpreta-
tion of documents is not by any
means an exact science. Indeed, its
study can be one of great frustra-
tion, each case being so dependent,
initially, upon the precision of ex-
pression and the particularity of
circumstances, and, ultimately, on
the view taken by the Court in the
face of such arguments as are
advanced to it. The topic is vast in
scope, vague in perception, and
complex in application. Neverthe-
less, certain principles have em-
erged, and these have been
diagnosed, dissected and ventilated
by Mr. Lewison with great thorough-
ness. Some of the relevant concepts
have the force of rules of law, whilst
others are merely guidelines. Many
are clothed with the mantle of
established respectability, whilst a
number appear to have been culled
painstakingly by the Author from
more recent decisions. Although
these canons of construction are in
the nature of beacons towards en-
lightenment, they sometimes shine
in different directions. Mr. Lewison
makes a most valiant effort to cut
through all the inherent obscurities,
and has succeeded in categorising
the various elements in a manner
which is both discernible and
practicable.
The Book is structured into
separate chapters with numbered
paragraphs. Each of these is headed
with a statement of principle, which
is then discussed in some depth
with copious and often generous
excerpts from judgments. The
Author deals both with views which
have subsequently been over-ruled
and those which do not always
coincide with his own. Many of the
paragraphs are f o l l owed by
illustrative summaries of decided
cases, which are incidentally pres-
ented in such a manner as to tempt
the reader to test his own mettle.
The entire subject derives
essentially from case law as is
demonstrated aptly by this work.
The latter is full of material not
otherwise available in a single
volume of recent vintage. Not only
are the mainstream avenues ex-
plored therein, but the Author
embarks on enlightening forays into
the territories of exemption pro-
visions, penalty clauses, implied
terms, the primacy (or otherwise) of
plans and a myriad of other inter-
esting topics. In appropriate cases,
he explains why the application of
a particular doctrine may produce
varying results, as in the instances
of executory and executed con-
tracts. There is a fund of informa-
tion and I anticipate that the views
expressed will, for the most part,
find favour.
It should be noted that the
interpretation of wills and statutes
and the important remedy of
rectification are outside the scope
of this book.
The absence of references to Irish
decisions is hardly a reflection on
Mr. Lewison's compilation. The
general principles enunciated will,
for the most part, be applicable
within this jurisdiction, and the few
instances where warning bells
might have to be sounded for Irish
readers are sufficiently identifiable
as not to warrant mention here.
Where a publication is funda-
mentally meritorious, the primary
task of a reviewer must be to draw
attention to its existence. This
volume may be so categorised, and
its excellence tempts universal
recommendation. I would, however,
regard it more as a work of refer-
ence rather than a text book,
though this is not, of course, to
suggest that it should be eschewed
by students or omitted from their
curricula. It would be an important
addition to the libraries of practising
and academic lawyers and those
engaged in the field of arbitration.
The need for this book is not,
per
se, a
condemnation of the manner
in which lawyers have applied
themselves to the art of drafting.
After all, well worded documents
do, for one reason or another,
become the subject of litigation. It
is nevertheless true that the bulk of
the cases wherein the intervention
of the Courts is sought in the areas
of construction and interpretation
owe their presence there to
defective drafting or poor appreci-
ation of underlying circumstances.
Even allowing for the assistance
derived from modern technology,
the flurry and fluster of professional
practice militate against the
allocation of the time, application,
patience and persistence, which is
so often required in order to achieve
the ideal in drafting terms.
Occasionally a document launched
in good order will be rendered a
nonsense by the ravages of amend-
ments, the consequences of which
may pass unnoticed in the heat of
negotiation or because of other
pressures.
I have one serious reservation
about Mr. Lewison's book. This
concerns the index, which I found
to be very inadequate in point of
detail. However, my commenda-
tions still stand.
•
Patrick Fagan
Solicitor
THE IRISH INST I TUT IONAL
INVESTMENT REFERENCE
JOURNAL 1989
Anglesea Publications Ltd., Dublin
1989 (Telephone 681355,
Fax 681678)
Ed. Dr. Terence Ryan, TCD.
194 pp. Hardback. IR£37.50
(incl. p&p).
The appearance of this most inter-
esting publication coincides with a
period of rapid change in the Irish
financial markets. Exchange con-
trols have been relaxed significantly
this year, the property market has
surged after almost a decade of
stagnation, technical developments
(especially in information process-
ing, computing and telecommunica-
tions) continue apace and 1992
approaches.
The first issue of this Journal
(which will presumably appear
annually) contains over 30 articles
spread over approximately 140
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