What does construed against drafter mean?
Contra proferentem (Latin: “against [the] offeror”), also known as “interpretation against the draftsman”, is a doctrine of contractual interpretation providing that, where a promise, agreement or term is ambiguous, the preferred meaning should be the one that works against the interests of the party who provided the …
Who is the drafter of a contract?
Although contracts may be drafted by any individual, it is often recommended that a lawyer draft and review the final terms to ensure that the contract is legally valid and binding.
Will vague terms in a contract be construed against the one who composed them?
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.
How do courts apply the contra Proferentem rule?
Courts use a multi-step process in determining whether the contra proferentem rule applies in the review of a contract. If evidence indicates that the intent of the drafting or introducing party was not to be ambiguous, then the contract is applied according to what the evidence suggests.
What is the interpretation of law?
Interpretation of statutes is the correct understanding of the law. This process is commonly adopted by the courts for determining the exact intention of the legislature. Because the objective of the court is not only merely to read the law but is also to apply it in a meaningful manner to suit from case to case.
Is a draft document legally binding?
Parties may go through a few drafts and negotiate back and forth before finalizing a contract. The goal when drafting a contract is to create a document that is both legally binding and as close to all parties’ desires as possible, ensuring that the document is concise and clear.
What is drafting of agreement?
The foundation for every legal relationship between two or more parties is established on a basis of a contract. Drafting of a contract is the step-by-step inclusion of specific clauses, terms and conditions that are expressed as per the needs and wants of the party/parties to the contract.
When one party to a contract fails to perform as promised it is called?
Legally, one party’s failure to fulfill any of its contractual obligations is known as a “breach” of the contract. Depending on the specifics, a breach can occur when a party fails to perform on time, does not perform in accordance with the terms of the agreement, or does not perform at all.
What does it mean for a contract to be vague or ambiguous?
A contract is considered to be ambiguous if the contract is reasonably subject to more than one interpretation. Sometimes, this can mean that it’s unclear as to what the parties intended overall. But usually, an ambiguous contract means that a specific term, word, phrase, or definition is vague or unclear.
What is contra proferentem in law?
Contra proferentem is a legal principle which, broadly speaking, means that where there is ambiguity in a contract, a clause will be construed against the party who put it forward and seeks to rely upon it.
What is contra proferentem rule in law?
The contra proferentem principle essentially states that if there is any doubt about the meaning or scope of an exclusion clause, the ambiguity should be resolved against the party seeking to rely on the exclusion clause on the basis that parties are not lightly to be taken to have intended to cut down the remedies the …
Can a court construe a contract against the drafter?
Courts are inclined to use every measure available to reconcile the allegedly conflicting or ambiguous clauses with the rest of the contract. The party relying upon construing the contract against the drafter runs the risk that the Courts will find a way to reconcile the contract clauses.
When to use the rule against the drafter?
Generally speaking, when applied this rule requires that any ambiguity or other contract terms which are subject to multiple reasonable interpretations will be given the interpretation which works against the party who drafted the document. This rule is all but built into our DNA when we contemplate entering into a contract.
Can a not construed against drafter clause be waived?
Not Construed Against Drafter. Any presumption of law which provides that an agreement shall be construed against the drafter is hereby waived by the parties to this Agreement, each party being represented by legal counsel. Not Construed Against Drafter.
When to apply the Michigan rule of construing the contract?
Michigan courts have consistently declared that this rule is only to be applied if all conventional means of contract interpretation, including the consideration of relevant extrinsic evidence, have left the jury unable to determine what the parties intended their contract to mean. Klapp v.