Contract

The reason why a party entered a contract was not necessarily the purpose of the contract. The existence of such a distinction between the reason for entering a contract and the purpose of the contract did not mean that the parties’ subjective intentions had no part to play in ascertaining the purpose of the contract.

It did not follow from the established principle that subjective intentions were irrelevant when ascertaining the meaning of a contract that those intentions were just as irrelevant when ascertaining the purpose of a contract. Ascertaining the meaning of a contract was so different an exercise from ascertaining its purpose that the embargo on treating the parties’ subjective intentions as a tool for construing a contract did not necessarily apply when it was the contract’s purpose that the court sought to identify.

The parties’ subjective intentions should be taken into account in determining the purpose of a contract.