The case of Arnold v Britton [2015] UKSC 36 is pivotal for law students studying contract law, specifically in contract interpretation and the role of commercial common sense. This decision provides profound insights into how courts interpret contractual terms, stressing the primacy of the literal meaning of words over the perceived rationality of the agreement’s outcomes.

  • In the case of Arnold v Britton [2015] 2 W.L.R. 1593, it was held that commercial common sense or reasonableness should not be invoked retrospectively by courts. Where the natural meaning of contract clauses still persists, the court will uphold them even if changing market conditions makes them disproportionate.

Facts of the Case Arnold v Britton

  • D leased chalets in a leisure park. The 21 lessees making up C held 99-year leases, granted between the years 1977 and 1991.
  • Each lease contained a covenant that the lessee would pay D a ‘proportionate’ annual service charge, starting from £90 in the first and increasing by 10% each year thereafter. At the time of writing, inflation stood at 10%.
  • The remaining 71 chalets were leased prior to 1977 and were only subject to an increase in the service charge once every 3 years.
  • C contended that the covenant meant that they had to pay a fair proportion of the service cost up to a maximum of £90 in the first year, with the 10% figure being a cap on the increase rather than the formula for determining it.
  • C argued that D’s interpretation must be false because it would mean the charge would inevitably exceed the actual cost of providing services.

Issues in Arnold v Britton

  • Was the natural meaning of the covenant the correct interpretation?

Held by the Supreme Court

  • Finding for D, that the courts should uphold the natural meaning of the words in a written contract unless the words used were too vague to result in a clear meaning. Commercial common sense could not be used to retrospectively change the terms of a contract, even where the terms were clearly unreasonable. Since the natural meaning of the covenant as interpreted by D was clear, the Court could not alter it.

Lord Neuberger

  • When interpreting a written contract, the court must identify the intention of the parties by reference to ‘what a reasonable person having all the background knowledge that would be available to them, and how they would have understood them to be using the language in the contract.’ 
  • The meaning of the language must be assessed in light of their natural and ordinary meaning, any other relevant provisions of the lease, its overall purpose, the known or assumed facts and knowledge of the parties at the time of execution and commercial common sense but disregarding subjective evidence of the parties’ intentions.
  • “First, the reliance placed in some cases on commercial common sense and surrounding circumstances should not be invoked to undervalue the importance of the language of the provision which is to be construed. The exercise of interpreting a provision involves identifying what the parties meant through the eyes of a reasonable reader, and save perhaps in a very unusual case, that meaning is most obviously to be gleaned from the language of the provision. Unlike commercial common sense and the surrounding circumstances, the parties have control over the language they use in a contract. And again save perhaps in a very unusual case, the parties must have been specifically focussing on the issue covered by the provision when agreeing the wording of that provision” [17].
  • The worse the drafting, the more readily the court can depart from the natural meaning of the words. However, that does not justify an exercise of searching for or constructing drafting ‘infelicities’ to facilitate departing as such. A specific drafting error may have no relevance to interpretation.
  • Commercial common sense is not to be invoked retrospectively. A contract working out badly for one party is no reason to depart from the natural language. It only relates to the question of how the parties perceived the contract at its execution. The court is not concerned with what the parties perhaps should have agreed. It is concerned with what they have agreed, even if the arrangements are ill-advised.
  • Although there are minor errors in drafting, the covenant is perfectly understood using the natural meaning of the words. Given the rate of inflation at the time of its execution, reasonable parties could have readily deemed the covenant acceptable. By enforcing the covenant in its literal meaning, D has not done anything which the original parties would not have contemplated.

Significance of the Case in Legal Development

Arnold v Britton is notable for its emphasis on textual interpretation:

  1. Investors Compensation Scheme Ltd v West Bromwich Building Society [1998]: Contrasted with Arnold, where the context and purpose were given greater weight.
  2. Wood v Capita Insurance Services Ltd [2017]: Reaffirmed the holistic approach, considering both textualism and context as per Arnold.
  3. Chartbrook Ltd v Persimmon Homes Ltd [2009]: Earlier, this case had leaned on commercial common sense, which Arnold critiqued, underscoring strict adherence to textual interpretation.

Exam Questions and Answers

Below, you will find answers to questions that are most commonly asked based on this case.

How has Arnold v Britton influenced contractual negotiations in sectors with rapidly changing economic conditions?

Since Arnold v Britton, the focus on strict textual interpretation has influenced how contracts are drafted, especially in dynamic sectors like technology or real estate. Contract drafters now emphasize precise and unambiguous language to avoid reliance on external interpretations based on commercial common sense. This shift aims to mitigate risks associated with rapidly changing market conditions that could otherwise lead to disputes over contractual intentions.

What challenges do lawyers face when drafting contracts post-Arnold v Britton to ensure clarity and prevent disputes?

Post-Arnold v Britton, lawyers face the challenge of balancing comprehensive and clear contractual terms with the flexibility needed to adapt to unforeseen circumstances. The necessity to detail every potential scenario can make contracts excessively verbose, potentially leading to confusion. Therefore, clarity and foresight in drafting are paramount to ensure that terms are enforceable and reflective of the parties’ intentions without relying heavily on judicial interpretation.

How do courts balance between literal textual interpretation and practical outcomes in contracts that appear unfair or unreasonable post-signature?

UK courts continue to struggle with the balance between strict textual interpretation and achieving equitable outcomes, especially when contract terms lead to seemingly unfair results. In cases like Wood v Capita Insurance Services Ltd [2017], the courts have reiterated the need for a balanced approach, considering both the literal meaning of the text and the broader commercial context to achieve a fair interpretation.