"Dialogue's Limits: A Modern Approach to Contractual Interpretation"
Location:
Online
Date/time
Tue 27 October 2026
14:00 - 15:00
Speaker: Nicole Spadotto, is an LL.M. candidate at Yale Law School.
Date & Time:
Tue, 27 Oct 2026, 14:00 - 15:00 (UK Time)
Location/Format: Online via Microsoft Teams
About the Event: This session is part of a research presentation series hosted by Edinburgh Commercial Law PGR Reading Group (CLRG). CLRG organises and hosts research presentations by and for group members, academic staff, visiting scholars, and guest speakers working in the broad field of commercial law.
Each session features a 30-minute presentation, followed by open discussion and a Q&A session. The series provides a supportive and informal environment for researchers, including postgraduate researchers, as well as academic staff, visiting scholars, and practitioners to develop their research and presentation skills, share ideas and experiences, receive constructive feedback, and engage with others working in the field.
The group also provides opportunities to build academic and professional networks and broaden knowledge of current developments in commercial law.
Abstract: The Supreme Court of Canada has recently affirmed that courts, when interpreting the meaning of contractual language, should look to the factual matrix—the surrounding circumstances of the contract—to help determine the parties’ objective intention reflected in the text of the contract. This article offers a methodology to approach the yet unsolved problem of determining the outer boundaries of the factual matrix. It does so through the lens of dialogue theory. Scholars have tended to apply dialogue theory to analyse the operation of statutory and constitutional interpretation; fewer scholars have seen fit to apply it in the contractual context. I unpack the ways in which dialogue theory is apposite and inapposite in the domain of contract. In so doing, I suggest a framework that is both compatible with and sharpens the Supreme Court’s recent instructions in contractual interpretation. I suggest that sophisticated parties—those who are commercially savvy and have legal representation—contracting between themselves bake context into the contract. Interpreters should look to a thin conception of the factual matrix in these cases. For unsophisticated parties, however, looking to a thick conception of the factual matrix that accounts for all known shared facts allows the interpreter to give the parties the benefit of their bargain.
Image credit: Adobe Stock