May 26th, 2023 by James Goudie KC

Basic contractual and estoppel principles are reaffirmed by Lewison LJ in McCARTHY v JONES (2023) EWCA Civ 589 at paras 17 and 36 : –

  1. Where a contract is contained in a written document the document will be interpreted without regard to the parties’ subjective understanding of what they had agree.
  2. By contrast, where there is an alleged oral contract, that understanding is admissible, at least to the extent of deciding (i) whether or not the parties had reached a concluded agreement, and (ii) if so, what its terms are.
  3. The principles applicable to the assertion of an estoppel by convention arising out of non-contractual dealings include that there must be words or conduct from which the necessary sharing of a common intention may be inferred.

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