When is the release in a deed not as wide as it first appears?

It is not uncommon for a release to include words that appear to capture things that have not occurred, but may in the future. However, the scope of a release is not always as it first appears. The principles applicable as to the construction of deeds of release are as follows.

The first principle is that the general words of a release are to be restrained by any particular occasion referred to in the recitals. This principle operates on the premise that there are express objects evident from the recitals or background set out in the deed.

The second principle of construction is that the general words in a deed of release are limited to those things which were in the contemplation of the parties at the time when the release was given.

Usually, this process of construction is possible by reference to the deed alone. If an expression in the deed is unambiguous (susceptible of only one meaning), evidence of surrounding circumstances (events, circumstances, and things external to the deed) cannot be introduced to contradict its plain meaning.

However, sometimes, recourse to events, circumstances and things external to the deed is necessary. It may be necessary to identify the commercial purpose or objects of the deed where an understanding of the genesis of the transaction, background and the context in which the parties entered the deed facilitates that task. Also, it may be necessary in determining the proper construction of the deed where the deed is ambiguous and there is a constructional choice.

The third principle is that releases are to be construed narrowly, with general words confined to those things which were specially in the contemplation of the parties at the time when the release was given. A dispute that had not emerged, or a question which had not arisen, at the time the release was given, cannot be considered as bound and concluded by the anticipatory words of a general release.

The fourth principle is that it remains possible for a release to extend to claims of which the the person giving the release is unaware. However, the recitals or background to the deed of release needs to clearly set out those aspects of the background that explain the breadth of the release contemplated by the parties