Contract provision not construed against drafter

There is a general rule that a court will construe ambiguous contract terms against the drafter of the agreement. But this rule only applies where one contracting party is in a superior bargaining position, usually either as a result of greater experience or the assistance of counsel. 2 This contract clause says that any ambiguous language in the contract shall be interpreted according to its fair meaning and not strictly for or against any party. This is particularly important if you draft the contract because ambiguities in a contract are typically construed against the drafter. Where this occurs, it is not necessarily true that the ambiguity will be construed against the drafter of the contract. This principle applies only when all of the other methods for resolving ambiguities prove unavailing. It is a stop-gap last resort, but nothing more. Here is how ambiguities are treated under California law.

30 Apr 2015 Most contracts entered into by ordinary people today are not in fact the. The existing provisions of the the Indian Contract Act show that the legal Consequently, all ambiguities are construed against the drafter and in favor  The Buyer argued that the drafting of the entire agreement clause was not broad that the entire agreement clause should be construed against the contractual  4 Sep 2013 Generally, contract law prohibits the use of outside evidence to alter or Court case held that “ambiguous policy provisions are interpreted liberally in favor of the insured and strictly against the drafter who prepared the policy. should be construed against the insurer only if the ambiguity cannot be  27 Oct 2015 the party seeking to void the Agreement did not consider the NAF distinguishable because the NAF provision was not integral to the Agreement at issue Any ambiguities shall be construed against the contract drafter. 2 Mar 2012 Contract, Construction of contract, Choice of forum clause. required resolution of the ambiguity against the drafter of the contract [826-828]. the forum selection clause in this case was of the permissive and not the exclusive variety. [2] [this agreement, as applicable to this case] is to be construed under  13 Jul 2011 I understand that only an arbitrator, not a judge or a jury, will hear such disputes. Davis signed an employment agreement containing a merger clause. any ambiguity must be construed against the drafter of the contract,  20 Dec 2012 This appeal requires this Court to construe a contract. Appellant benefit and that she did not consent to its invocation under the An ambiguous provision in a contract generally will be construed against the party drafting it.

Henhouse," California Western Law Review: Vol. 29: No. 1, Article 4. ambiguous contract language mandates construction against the drafter of the contract. provisions are construed against the insurer.52 The court held that insurance.

This Merger Agreement No Construction Against Drafter clause is from the contract involving ATLANTIC BANCGROUP, INC | JACKSONVILLE BANCORP, INC . RealDealDocs contains millions of easily searchable legal documents and clauses from top law firms. Search our Legal Agreements or our Contract Clause Library for free. The contract may explicitly provide that terms will not be construed against either party (for example in negotiated agreements such as mergers, VC, so on) or the facts may indicate a negotiated agreement where both parties were represented by counsel. The rule generally applies where the drafter is the dominant party Justia Lawyers and the Legal Process California Civil Jury Instructions (CACI) (2017) Contracts CACI No. 320. Interpretation—Construction Against Drafter There is a general rule that a court will construe ambiguous contract terms against the drafter of the agreement. But this rule only applies where one contracting party is in a superior bargaining position, usually either as a result of greater experience or the assistance of counsel. 2

The doctrine is not, however, directly applicable to situations where the language at issue is mandated by law, as is often the case with insurance contracts and bills of lading. [4] The reasoning behind this rule is to encourage the drafter of a contract to be as clear and explicit as possible and to take into account as many foreseeable situations as it can.

2 Oct 2019 Contract Ambiguities Construed Against Drafter have been negotiated by both parties, the contract will not be construed against either party.

3 Apr 2017 The parties had agreed that Indiana law applied to this contract of the articles and that the articles did not contain a clause stating that they were the of adhesion, any ambiguity should be construed against the drafter.

14 Jan 2016 provision in a contract and how they want the arbitrator to fashion a final award. principle frequently used to construe ambiguous arbitration clauses against the drafter must have limits, no matter who the drafter was.” Thus  [11] Contracts - Construction - Ambiguity - Resolution - Against Drafter. Ambiguous contractual language is construed against the party who drafted the contract. that the lease was not ambiguous, determined the meaning of the rental clause,  29 Jul 2014 Sometimes such ambiguity [in claim drafting] is the result of sloppy drafting, of a principle analogous to the contract doctrine of contra proferentem. did not directly indicate that ambiguity should be construed against the drafter. one attempts to apply 112(f) and its cramped construction clause to old  Henhouse," California Western Law Review: Vol. 29: No. 1, Article 4. ambiguous contract language mandates construction against the drafter of the contract. provisions are construed against the insurer.52 The court held that insurance. "Construing against drafter" basically means that the ambiguous phrase will be then the language would not be interpreted in favor of the contractor or against the owner. Add a clause that negates the "construe against drafter" doctrine.

13 Jul 2011 I understand that only an arbitrator, not a judge or a jury, will hear such disputes. Davis signed an employment agreement containing a merger clause. any ambiguity must be construed against the drafter of the contract, 

20 Dec 2012 This appeal requires this Court to construe a contract. Appellant benefit and that she did not consent to its invocation under the An ambiguous provision in a contract generally will be construed against the party drafting it. 6 Jul 2016 Sun Life Assurance of Canada, et al., No. as in the case of Anderson, held the policy provision is ambiguous and must be interpreted against  20 Mar 2013 related commentary to assist parties in drafting contracts governed by New York law. Despite being “boilerplate,” relating to the meaning of agreement provisions and to (c) Whenever the word “or” is used in this Agreement, it shall not York that ambiguity is construed against the draftsperson. Moran v. 10 Oct 2012 It often happens that two parties to a contract will later disagree over the true that the ambiguity will be construed against the drafter of the contract. in the written agreement and determining how the contested provision must have an interpretation to which the language “is not reasonably susceptible. 4 Sep 2013 Generally, contract law prohibits the use of outside evidence to alter or Court case held that “ambiguous policy provisions are interpreted liberally in favor of the insured and strictly against the drafter who prepared the policy. should be construed against the insurer only if the ambiguity cannot be  3 Dec 1980 No. 79-471. Decided December 3, 1980. 1. Insurance — Coverage Because internal regulation concerning provision of health care benefits never became a policies are to be construed in favor of the insured and against the insurer. most strongly against the party who used it in drafting the contract.

The contract may explicitly provide that terms will not be construed against either party (for example in negotiated agreements such as mergers, VC, so on) or the facts may indicate a negotiated agreement where both parties were represented by counsel. The rule generally applies where the drafter is the dominant party Justia Lawyers and the Legal Process California Civil Jury Instructions (CACI) (2017) Contracts CACI No. 320. Interpretation—Construction Against Drafter