44. 45. The following points in his report relate to the construction issue: i) Where the words of the contract are clear, they alone determine the meaning of the contract and the court should only consider extrinsic evidence when a term in a contract is ambiguous. ii) Contract language must generally be construed in its usual and ordinary sense. iii) Contract language is ambiguous only if it is susceptible of more than one meaning and reasonably intelligent persons would differ as to which meaning is the proper one. iv) It is not the role of the court to alter the parties “agreement”. v) If the court determines that there is an ambiguity, there are a number of factors to consider: a) whether the ambiguous language is material to the intent of the parties; b) who drafted the ambiguous language; c) whether the contract has an integration clause, and if so its effect on the ambiguous language; d) whether the language used has a special meaning in the industry, circumstances or situation in which it is used; e) to the extent that there is an ambiguity, the court should construe it against the drafter (the contra preferentem rule); f) the language of Clause 11 of the contract (the entire agreement clause) would generally be considered to prevent the admission of any evidence of the parties’ negotiation of the agreement prior to its execution. Part 35 questions were put to Judge van Gestel by the Claimants in relation to his opinion and the following are the relevant responses: i) a court would not favour a reading of one clause that undermines explicit provisions elsewhere in the contract and will look at the fair construction of the contract as a whole. ii) Although as a general principle a court considers extrinsic evidence to discern intent only where there is an ambiguity, there is an exception to that general rule and a court may consider parol and extrinsic evidence “for the very purpose of deciding whether the documentary expression of that contract is ambiguous”. iii) If there is an ambiguity, then the circumstances surrounding the making of the agreement must be examined to determine the objective intent of the parties “the practice is to impute to the parties a solution that best carries out the logic and purpose of their agreement”. The search is for “manifest meaning”