Civil and commercial contract interpretation : a comparative analysis

Abstract

This dissertation explores the interpretation of civil and commercial contracts through a comparative analysis of the legal systems of Malta, Italy, and the United Kingdom (UK). It investigates how these jurisdictions interpret key contractual principles, such as good faith, the intent of the parties, and the balance between textual clarity and contextual fairness – and how these influence Malta’s hybrid system. Chapter I delves into Malta’s hybrid legal system, exploring the interaction of Civil Law traditions with Common Law influences, shaped by the country’s colonial history and European integration, which allows Maltese courts to interpret contracts flexibly, balancing clarity with fairness in both civil and commercial contexts. Chapter II provides a foundational overview of Maltese contract law, focusing on the principles of pacta sunt servanda, good faith, and the essential elements of valid contract formation. Chapter III expands the analysis by exploring how contract interpretation is shaped by legal doctrines in Italy and the United Kingdom with particular focus on their contrasting approaches to subjective intention, objective meaning, and the principle of good faith. Chapter IV highlights how Maltese law blends Civil Law clarity with Common Law flexibility in commercial contexts, while also drawing from Civil Law principles to ensure a structured framework for contract formation and interpretation. This approach reflects Malta’s distinctive integration of both traditions in regulating obligations. By tracing similarities and divergences in these systems, the study demonstrates that Malta’s contract law is not only rooted in Civil Law traditions but also pragmatically incorporates Common Law reasoning. The research ultimately argues that Malta’s hybrid approach offers a flexible and context-sensitive framework for interpreting contracts, allowing courts to balance certainty with fairness in a commercial landscape that increasingly demands adaptability.