Contractual agreement is assessed objectively by outward conduct, not secret mental reservations; the reasonable person test governs formation.
Contract — Formation and Interpretation
A 'no oral modification' clause is legally effective, so any purported oral variation of a contract containing such a clause is unenforceable.
Commercial common sense cannot be used to override the clear and unambiguous language of a contractual term when construing its meaning.
Implied terms require strict business necessity or obviousness, rejecting the broader 'reasonable and equitable' Belize Telecom formulation.
Get a detailed analysis of Smith v Hughes and how it applies to your situation.
Explain Smith v Hughes