Using Regulatory Background to Interpret Note Issuance Documents

The interpretation of a contract depends on the objective meaning of the words used in their commercial context. However, courts exercise considerable caution before permitting parties to use "context" to incorporate extraneous material which is really designed to shore up one party's subjective preferred meaning. This is not allowed (save where the party contends that the contract should be rectified because it did not reflect the mutual intention of the parties – a difficult remedy to obtain).  The UK Supreme Court decision in the BNY Mellon case ^[1] is a good example of how regulatory context can play a vital role in interpreting contractual terms, where the contract is driven by regulatory considerations.  This decision will be of persuasive authority in Ireland. The same general rules for the interpretation of contracts apply in Ireland.