Singapore Court of Appeal endorsed the contextual approach to contractual interpretation, permitting extrinsic evidence under conditions derived from s 94 Evidence Act.
Contract and Interpretation
Limitation-of-liability clauses in commercial contracts are enforceable and subject to ordinary principles of contractual construction in Singapore.
Plain meaning of contractual words prevails unless surrounding context clearly demands otherwise; commercial sense alone cannot displace clear text.
Court of Appeal laid down three-step framework for implying terms in fact: identify a gap, establish necessity, and formulate the specific term to be implied.
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