Estor Ltd v Multifit (UK) Ltd [2009] All ER (D) 202 (Nov), [2009] EWHC 2565 (TCC)
It was established case law that when construing contractual documents there was a distinction between the factual matrix and pre-contractual negotiations.
The former could and should be taken into account, even where there was a written contract.
The rule that evidence of pre-contractual negotiation could not be used to aid construction did not exclude evidence of what was said or done during the course of negotiations for the purpose of drawing inferences about what the contract meant.
Further, there was a need for an objective approach when ascertaining what the parties meant.
Where it was not clear who the contracting parties were, then it was legitimate for the court to consider what the parties said to one another and what they did in the period leading up to the contract formation in order to determine who the parties were intended to be.
The court might have to construe or infer objectively what reasonable parties would have assumed would be the position based on what was said or done.
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