Any Ambiguity in a Contract Is Interpreted against the Party Who Drafted the Contract. True or False?

As a professional, I have come across this phrase numerous times in various legal documents and contracts. The question is whether this statement is true or false. Let’s take a closer look at what it really means.

This phrase is often referred to as the “contra proferentem” rule of contract interpretation. It suggests that when there is an ambiguity in a contract, courts will interpret that ambiguity against the party who drafted the contract. In other words, if there is a dispute over the meaning of a particular clause or provision in a contract, the court will assume that the party who drafted that clause intended it to mean something in particular. This is because the drafter is typically in a better position to clarify any confusion or ambiguity that may arise.

But is this phrase true or false? The answer is that it’s both. While it is true that courts will generally interpret an ambiguity against the party who drafted the contract, there are certain exceptions to this rule. For example, if the ambiguity is due to a mistake or error on the part of the other party, the rule may not apply. Similarly, if the ambiguity is due to a lack of specificity in the language used, the rule may not be applied as strictly.

Moreover, the rule only comes into play when there is a genuine ambiguity in the contract. If the language is clear and unambiguous, courts will not use this rule as a means to interpret the contract in a particular way.

In summary, the phrase “any ambiguity in a contract is interpreted against the party who drafted the contract” is mostly true, but there are exceptions. When drafting contracts, it is essential to use clear and precise language to avoid any ambiguity. If there is any uncertainty, it is advisable to seek legal advice to ensure that the contract is legally binding and enforceable.