Viktoria Winzer and Jordan English write on Interpretation of Oral Contracts for Law Quarterly Review
Viktoria Winzer and Jordan English have written an article for the July edition of the Law Quarterly Review, now available on Westlaw, on the question of the interpretation of oral contracts.
One of the most fundamental principles of contract law is that parties’ rights and obligations are determined objectively. When interpreting written contracts, courts ask what a reasonable person in the position of the parties would have understood the contract to mean; the parties’ subjective beliefs are irrelevant. Yet a line of authorities appears to suggest that a different approach applies where a contract is oral or partly oral. In Thorner v Major [2009] 1 WLR 776, for example, Lord Neuberger stated that “the parties’ subjective understanding of what they were agreeing is admissible” and indeed “positively helpful” in interpreting an oral contract.
The article examine the authorities said to support this proposition and considers whether there is any principled justification for an oral-contracts exception to the objectivity principle. Ultimately, Viktoria and Jordan argue that evidence of subjective understandings should be admissible only as evidence from which a court may infer what was communicated between the parties and therefore objectively agreed; it is not relevant or admissible to the interpretation of the terms of an oral contract itself.
The article can be found (behind a paywall) in the LQR on Westlaw here ([2026] 142 LQR 430).
Jordan has also written a case note in the same issue on the Court of Appeal’s decision in Skyros Maritime Corp v Hapag-Lloyd AG (The Skyros & Agios Minas) [2025] EWCA Civ 1529, which has recently been given permission to appeal to the Supreme Court. That case considers whether owners of a time-chartered vessel, redelivered late in breach of contract, can recover substantial damages from the charterers for the period of the overrun where the owners had contracted to sell the vessel and never would have resorted to the market. It can be found (behind a paywall) here ([2026] 142 LQR 383).
