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Vol29 No1 March-May 2015

Certainty in joint venture negotiations: a case study
Authors: S Reay Atkinson and GJ Tolhurst

When parties enter into negotiations for a joint venture they do so with the expectation that a joint venture agreement will result and the project go ahead. However, entering into those negotiations is a step into the unknown. This paper seeks to show how the uncertainty of each stage of negotiations may be assessed to allow informed decisions to be made and taken. It also seeks to understand the role of law and of lawyers in the negotiation process.

The principles of contract interpretation in Australian law
Author: Jeffrey Goldberger

‘A word is not a crystal, transparent and unchanged, it is the skin of a living thought and may vary greatly in color and content according to the circumstances and the time in which it is used.’ (Oliver Wendell Holmes J in Towne v Eisner 38 S Ct 158 (1918) at 159).

The purpose of interpretation is sometimes mistakenly thought to be a search for the meaning of words. This in turn leads to the assumption that one must identify an ambiguity as a pre-condition to taking into account evidence of the setting of a legal text. Enormous energy and ingenuity is expended in finding ambiguities. This is the wrong starting point. Language can never be understood divorced from its context. In the words of Oliver Wendell Holmes, a word is not a transparent crystal. The true purpose is to find the contextual meaning of the language of the text, ie, what the words would convey to the reasonable person circumstanced as the parties were. In Codelfa Brennan J succinctly stated that ‘the symbols of language convey meaning according to the circumstances in which they are used’. (Lord Steyn: ‘The Intractable Problem of The Interpretation Of Legal Texts’ (2003) 25 Sydney Law Review 5).

  • Certainty in joint venture negotiations: a case study
    By S Reay Atkinson and G J Tolhurst
    page 3
  • The principles of contract interpretation in Australian law
    By Jeffrey Goldberger
    page 22
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