Contra proferentem
| Literal meaning | Against the one who offers (the drafter) |
|---|---|
| Pronunciation | KON-tra pro-fer-EN-tem |
If the words of a document are unclear, they are read against the party who wrote or proposed them. It is a rule of construction for contracts.
Example
An insurance policy written by the insurer has an unclear exclusion. A court reads it in favour of the insured.
Exceptions / limits
It is used only when the ambiguity cannot be solved by other means of interpretation.
Exam tip
Asked with standard form contracts and exemption clauses.
Memory trick
The writer pays for the blur.
Key takeaway
Unclear terms are read against the party who drafted them.
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