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Somerfield Stores Ltd v Skanska Rashleigh Weatherfoil Ltd

While the terms of a commercial contract could be construed by reference to the factual circumstances and commercial common sense, that did not represent a licence to the courts to rewrite a contract merely because its terms appeared unexpected, unreasonable or unwise, as contracts contained the words that the parties had chosen in order to identify their contractual rights and obligations.

1 December 2006

The appellant retail company (X) appealed against a decision on a preliminary issue relating to the interpretation of a contract between X and the respondent maintenance company (S). In June 2000, X had invited tenders from S for the provision of maintenance services and had attached to the request letter a draft facilities management agreement (FMA). X and S entered into discussions as to the scope and terms of the ultimate FMA, which, when finalised, would govern the parties for three years. X wanted to receive the provision of maintenance services immediately and, in August 2000, wrote S a letter stated to be “subject to contract” for the provision of services until the negotiations for the FMA were complete. A clause in the letter provided that S would provide services “under the terms of the contract”. A dispute arose and X sought to enforce certain clauses of the FMA. Preliminary issues fell to be determined, including whether the temporary agreement included most of t...

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