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United Kingdom
Rainy Sky SA v Kookmin Bank
[2011] UKSC 50 at [21]
Key Principle
where there are TWO POSSIBLE CONSTRUCTIONS, the court is entitled to prefer the one consistent with business common sense and to reject the other. The precondition is two possible constructions, not a prior finding of ambiguity, and Lord Clarke confines it at [23]: where the parties have used unambiguous language, the court must apply it. A tiebreaker, not a licence — run the Wood v Capita iterative check first.
Area of Law
Contract — Formation and Interpretation
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