INTRODUCTION
1.There are a series of well-known cases, that are largely concerned with the position where a contractual provision is open to two possible interpretations. These cases include Rainy Sky v Kookmin Bank (2011) 1 WLR 2900, Arnold v Britton (2015) AC 1619 and Wood v Capita Insurance Services Limited (2017) AC 1174. Those cases establish, that if the provision has more than one meaning, then the Court will adopt that meaning which most accords with commercial commonsense. But what is the position where the contractual provision is clear and unambiguous, and not open to two different interpretations. What happens then?
2. If the unambiguous meaning accords with commercial common sense there is no problem. But what if the meaning is commercially unattractive, or is unreasonable, or even is absurd? Will, the Court still apply that meaning? Such cases can cause difficulty “because it is not unusual for apparently reasonable judicial minds to disagree on the question whether a particular contractual or other documentary provision is unattractive, unreasonable or nonsensical or absurd.” per Briggs LJ in Sugarman v CJS Investments LLP (2014) 3 EGLR 127 at paragraph 44.
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