Inconsistency Between Two Agreements

However, if there are two or more interconnected, contradictory agreements, the English court will probably take a different approach. In Trust Risk Group SpA/Am Trust Europe7, Fiona Trust`s presumption had been characterized as a “useful starting point”, but it was a “limited application to issues that arise when parties are bound by several contracts that contain state for-offer agreements for different countries.” Rather, it was necessary to “carefully and commercially develop dispute resolution agreements,” including an investigation into the disputed agreement in an attempt to find the “centre of gravity” of the dispute. An inconsistent common example is a meeting between a guarantee and the main contract to which this guarantee refers, as the guarantors of different legal systems can quite demand that their local law and privileged jurisdiction as a condition for granting the guarantee. At Autoridad del Canal de Panamamy v Sacyr SA and others15, a major engineering project to expand the Panama Canal to allow larger ships to pass through has emerged. The main contract between Autoridad del Canal de Panamamé (employer) and Sacyr SA (the contractor) was subject to Panamanian law and included a dispute resolution procedure that ultimately resulted in arbitration in Miami. Several advances made by the employer to the contractor were secured by bonds with the same dispute resolution procedure as the main contract. However, the last advance guarantee clarified English law and transferred the exclusive jurisdiction of the English courts. The central document in the litigation was the standard Passenger Sales Agency Agreement form, which contained additional provisions from external documents to be part of the agent`s contract with the airlines. Commercial contracts often include a number of separate documents that together constitute the good contractual deal. This is generally the case for complex technical contracts, such as construction, IT or financial services contracts, but this can also apply to consumer contracts such as mortgages. Priority clauses are used to determine the order of service of these documents in case of inconsistencies, so that specific conditions can be established in addition to the Terms and Conditions.

The solution of inconsistent provisions in contractual and contractual documents is the subject of certain general rules drawn from previous cases. These include the following principles of GEC Marconi Systems Pty Ltd /BHP Information Technology Pty Ltd (2003) 128 FCR1 at 306 (GEC): the trial court held in West Bromwich`s favour that the terms and conditions at issue are not inconsistent with the letter of offer, so that the contractual priority clause should not be taken into account.