Lomas and others v JFB Firth Rixson Inc and other companies [2010] EWHC 3372 (Ch), [2010] All ER (D) 248 (Dec)
The International Swaps and Derivatives Association (ISDA) master agreement was one of the most widely used forms of standard market agreement used in the financial world. It was axiomatic that it should, as far as possible, be interpreted in a way that served the objectives of clarity, certainty and predictability, so that the very large number of parties using it should know where they stood.
Nonetheless, the master agreement did not ordinarily constitute the entirety of the parties’ bargain in relation to a particular transaction. Each transaction was regulated by specific terms in the schedule and the confirmation which prevailed over the master agreement in the event of any inconsistency.
The process of implication was not something separate and distinct from construction. It was part of the process which arose when the instrument did not expressly provide for what was to happen when some event occurred.
