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Legal Terms – Contra proferentem
[Latin: against the one putting it forth] the rule that drafters should be held accountable for any ambiguity in their documents. This canon of construction is based on the idea that the person creating the document is capable of avoiding ambiguities in the process of composing it. When interpreting alleged exclusion or limitation of liability clauses in contracts, courts frequently use it. The court will therefore interpret such a phrase very narrowly. According to White v. John Warwick & Co Ltd [1953] 1 WLR 1285 (Ch), the defendant will have been judged to have failed to adequately exclude his obligation in law if it does not apply to the precise circumstances that occurred. But it should be noted that the Court of Appeal argued that the rule should not be applied restrictively to business contracts in Persimmon Homes Ltd v. Ove Arup & Partners Ltd [2017] EWCA Civ 373. According to the court, sophisticated commercial parties are free to divide risks among themselves as they see right, and contractual construction standards should not be allowed to obstruct business common sense or the parties' intended meaning of their language.
[Latin: against the one putting it forth] the rule that drafters should be held accountable for any ambiguity in their documents. This canon of construction is based on the idea that the person creating the document is capable of avoiding ambiguities in the process of composing it. When interpreting alleged exclusion or limitation of liability clauses in contracts, courts frequently use it. The court will therefore interpret such a phrase very narrowly. According to White v. John Warwick & Co Ltd [1953] 1 WLR 1285 (Ch), the defendant will have been judged to have failed to adequately exclude his obligation in law if it does not apply to the precise circumstances that occurred. But it should be noted that the Court of Appeal argued that the rule should not be applied restrictively to business contracts in Persimmon Homes Ltd v. Ove Arup & Partners Ltd [2017] EWCA Civ 373. According to the court, sophisticated commercial parties are free to divide risks among themselves as they see right, and contractual construction standards should not be allowed to obstruct business common sense or the parties' intended meaning of their language.
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