Contra Proferentem

In one sentence

Ambiguous contract language is interpreted against the party who wrote it.

Plain English

Contra proferentem is a rule that protects the weaker party in a contract. When contract language is genuinely ambiguous—meaning it could reasonably mean two different things—courts interpret it in the way that favors the party who didn't write it and against the party who did. The idea is that the drafter had the power to write clearly, so if they didn't, they should bear the cost of the ambiguity.

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Example

An insurance company's policy says it covers "accidents and sudden events." If a court finds this phrase ambiguous, it will interpret it in the policyholder's favor rather than the insurance company's favor, because the insurance company wrote the policy.

Used in a sentence

“Because the contract was ambiguous, the court applied contra proferentem and ruled in favor of the party who did not draft it.”

Related terms

Plain Meaning Rule

When contract language is clear, courts interpret it by its ordinary meaning without looking elsewhere.

Ejusdem Generis

When specific items are listed followed by general words, the general words apply only to items of the same kind.

Noscitur a Sociis

A word's meaning is shaped by the words around it in a contract or document.

Good Faith and Fair Dealing

A legal duty to act honestly and fairly when making and performing contracts.

Contract of Adhesion

A take-it-or-leave-it agreement where one party has no meaningful chance to negotiate the terms.

Offer

A proposal to enter into a binding agreement on specific terms.

Acceptance

Agreeing to the exact terms of an offer, creating a binding contract.

Consideration

Something of value exchanged by each party to make a contract binding.

This page is a plain-English reference and is not legal advice. Laws vary by jurisdiction and change over time. For specific situations consult a licensed attorney.