The claimant was employed by Queen’s University Belfast and by Belfast Health & Social Care Trust as Professor of Oral Medicine. His contract was terminated by the Trust on three months’ notice in accordance with the Memorandum of Agreement which had set up the appointment. That notice was given on 22 November 2013 to expire on 22 February 2014. The claimant claimed that the contract of employment should also and separately have been terminated on three months’ notice in accordance with that Memorandum. The claimant argued that a letter dated 12 February 2014 from QUB constituted such notice and that the alleged required period of three months’ notice overlapped with the period of notice given by the Trust by some 10 days. He argued that he was contractually due notice pay for the remainder of a three month period to expire on 12 May 2014. 

This was a case which concerned the proper interpretation of a contract of joint employment. The tribunal placed emphasis on the recent case of Napier Park European Credit Opportunities Fund Ltd v Harbour Master Pro-Rata Clo 2 BV & Others [2014] EWHC 1083 (CH) and the guidance that where it is clear both that a mistake has been made in the language used and what a reasonable person would have understood the parties to have meant, the contractual provision must be interpreted in accordance with that meaning. The Tribunal held that the literal wording of the memorandum was ‘a nonsense’ as it effectively contemplated a situation where the three parties, i.e. the two joint employers and the employee, would join together to issue notices of termination to each other. The claimant’s representative relied strongly on the construction contra proferentem rule that where there is an ambiguity in a contractual term it should be construed against the makers of the contractual document. The Tribunal strongly rejected this submission and held that there was not a recognisable imbalance in arms. In relation to the obvious mistake in the memorandum in the case the Tribunal refrained from formal rectification.

Practical lessons

The tribunal demonstrated a common sense approach to the issue at hand and they failed to bow to a ‘literalist’ interpretation of the contract as advanced by the claimant. The basic principle confirmed by the tribunal is that if:

a) a mistake in contractual language is clear, and
b) the necessary correction is also clear then formal rectification procedures are not required. An ancillary question which a tribunal will also likely ask itself is: ‘What did the original parties to the contract envisage the meaning of these words to be?’.

Together, these considerations should likely provide guidance on ambiguous contractual terms.