Antaios Compania Naviera SA v Salen Rederierna AB (The Antaios)
[1985] AC 191
판결 이유
Where two competing constructions of a contract clause are possible, the court should prefer the construction which is consistent with business common sense over one which produces a commercially absurd result. An arbitration clause entitling a charterer to withdraw from a charterparty for any breach would be commercially absurd.
사실관계
A time charterparty contained an anti-technicality clause stating that the charterer could withdraw the vessel if hire was not paid 'when due' after notice. The owners argued this clause entitled them to withdraw for any breach of the charterparty, not just non-payment.
판결 요약
The House of Lords held that the withdrawal clause should be construed in accordance with business common sense. Lord Diplock held that if detailed semantic analysis of a contract produces an interpretation inconsistent with business common sense, it must yield to business common sense.
주요 인용문
"If detailed semantic and syntactical analysis of words in a commercial contract is going to lead to a conclusion that flouts business commonsense, it must be made to yield to business commonsense."
— Lord Diplock
후속 처리
Cited as a foundational authority on purposive contractual interpretation. Affirmed in Rainy Sky v Kookmin Bank [2011] and Arnold v Britton [2015].