This article undertakes a comparative analysis of some problematic aspects of contractual interpretation in England and France. It considers the aspects of interpretation that have been contentious in English law, how French courts deal with them and the extent to which they have been similarly contentious in France. It then looks at the aspects of interpretation that have given rise to difficulties in French law and conducts a comparison with English law. The article seeks to show that, whilst English and French law share many similarities, quite different aspects of the law of interpretation have attracted the attention of the courts and commentators in the two jurisdictions. It explains these differences and the contrasting policy choices made in each system. Drawing comparison with France is particularly topical, because French contract law has recently been the subject of sweeping reforms.

“The staple diet of the Commercial Court can be summed up in one word—‘construction’.”1 As this statement by Lord Goff of Chieveley makes clear, contractual interpretation, which requires the court to ascertain the meaning of the contract, is at the core of commercial disputes practice. It has dominated judicial debate in commercial law over the last 30 years with a series of prominent House of Lords and Supreme Court decisions,2 several containing powerful dissents. These decisions have both enthused commentators and ignited controversy, generating an abundance of literature from academics, practitioners and judges writing extrajudicially.3