Lloyd's Maritime and Commercial Law Quarterly
WHEN INTERPRETATION BECOMES INVENTION
Christopher Hose*
Sara & Hossein v Blacks
In theory, the doctrine of contractual interpretation is settled. However, whilst it is one thing for doctrine to be sound in theory, it is another for it to be sound in practice. The recent decision in Sara & Hossein Asset Holdings Ltd v Blacks Outdoor Retail Ltd
1 has highlighted how things can quickly turn pear-shaped when one neglects the latter.
The facts of Blacks are relatively straightforward. Blacks is a retail chain, which was leasing premises from S&H in Liverpool. Under that lease, cl.2.3 provided that Blacks was to pay a service charge (detailed in Sch.6), intended to indemnify S&H against a
* PhD Candidate, St John's College, Cambridge. I am very grateful to Jodi Gardner for her comments on an earlier draft. All errors remain my own.
1. [2023] UKSC 2; [2023] 1 WLR 575 (“Blacks”).
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