Considerations of business commonsense do not permit a court to disregard clear contractual language or to rewrite contractual provisions to accord with what one party asserts is 'commercial reality'. Where contractual language is clear, the court must give effect to it even if the result may appear commercially unlikely. The existence of a counterparty's internal policy (such as a bad debt provisioning policy) is admissible as a background fact, but evidence of how that policy was used in negotiations to calculate a contractual amount is inadmissible as reflecting subjective intention.
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