Case law: Courts clarify when deletions in drafts can be used to interpret final contracts
- Publish date: 01 May 2016
- Archived on: 02 May 2017
Parties to a contract should ensure it contains no ambiguities or they risk the courts looking at draft versions - including any deletions which indicate what the parties did not intend - to help decide what they did intend the contract to say.
This update was published in Legal Alert - May 2016
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Words in a draft contract relating to a proposed individual voluntary arrangement (IVA) by a debtor were deleted and did not appear in the final version. The debtor argued that the final contract was ambiguous and the Court should use the deleted words in the draft as a guide to the parties' intentions.
In considering this argument, the Court of Appeal ruled that if the words of a final contract are different from draft versions, but there is no ambiguity in the final contract, the deletions in the draft are irrelevant. However, if they are ambiguous, the Court can look at the deletions to see what the parties clearly did not agree – as part of the process of deciding what they did agree.
- Parties to a contract should ensure it contains no ambiguities, or risk the courts looking at draft versions, including any deletions which indicate what they did not intend, to help decide what the parties intended the contract to say.
Case ref: Narandas-Girdhar and Another v Bradstock  EWCA Civ 88
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