Investors Compensation Scheme Ltd v West Bromwich Building Society
[1998] 1 WLR 896
판결 이유
Contractual interpretation is an objective exercise ascertaining the meaning a reasonable person with all the background knowledge available to the parties would give to the language used. The background includes anything that would have affected the way the language would have been understood by a reasonable man, but excludes prior negotiations and declarations of subjective intent.
사실관계
Investors assigned claims against their financial advisers to the ICS. A dispute arose over the scope of the assignment clause.
판결 요약
Lord Hoffmann restated the principles of contractual interpretation in five propositions, emphasising the objective approach and the importance of background context (the 'matrix of fact').
주요 인용문
"Interpretation is the ascertainment of the meaning which the document would convey to a reasonable person having all the background knowledge which would reasonably have been available to the parties."
— Lord Hoffmann
후속 처리
The leading restatement of interpretation principles, refined in Rainy Sky v Kookmin Bank and Arnold v Britton.