This page uses so called "cookies" to improve its service (i.e. "tracking"). Learn more and opt out of tracking
I agree
transnational law transnational law (lex mercatoria or international business law) and "Interpretation against the party that supplied the term" 2016-03-01 13:58:16 https://www.trans-lex.org/img/logo_ball.png
Principle

No. IV.5.4 - Interpretation against the party that supplied the term

Where, after the interpretation of a contract term that has been supplied by one party, doubts remain as to the meaning of that term, an interpretation against that party is to be preferred ("contra proferentem").

Commentary
This rule may be applied if a contractual term is contained in standard terms drafted by one party. However, it may also be used in situations in which one party has drafted a contract which does not have the quality of standard terms. In such scenarios, the party which drafted the ambiguous term may not later rely on a meaning of that term which is to the disadvantage of the other side, unless this ambiguity was discussed between the parties when the contract was concluded.

Please cite as: "Commentary to Trans-Lex Principle , "
References
Arbitral Awards
Court Decisions
Doctrine
Miscellaneous
Model Laws
National Legislation
Principles / Restatements
Contract Clauses
1. Clause Excluding Contra Proferentem Rule
Sales & Purchase Contract
Anti-Contra Proferentem
This agreement has been fully reviewed and negotiated by the parties hereto and their respective counsel. Accordingly, in interpreting this agreement, no weight shall be placed upon which party hereto or its counsel drafted the provision being interpreted - (International Contracting: Law and Practice - Larry A. DiMatteo - §9.03 - S. 330).
Construction
(...) Any ambiguity shall not be interpreted against the drafting Party.
2009
Interpretation
The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
2010
Treatment of Ambiguities
Each Party acknowledges that it has participated in the drafting of this Agreement and the other Transaction Documents to which it is a party, and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement or the other Transaction Documents.
2012
Construction
The parties agree that each of them and their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of the Transaction Documents or any amendments hereto.
2014
Services Contract
Construction of Agreement
(...) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement.
Loan Contract
Miscellaneous
(...) The language in this Agreement shall be construed as to its fair meaning and not strictly for or against any party (...)
Construction
Each of this Bridge Note and the other Transaction Documents is the result of negotiations among, and has been reviewed by, Company, Investor and their respective counsel. Accordingly, this Bridge Note and the other Transaction Documents shall be deemed to be the product of Company and Investor, and no ambiguity shall be construed in favor of or against Company or Investor.
2002
Construction of Agreement
The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.
2011
Construction of Agreement
The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.
2012
Bankruptcy Agreement
Joint Drafting and Negotiation
This Agreement has been jointly negotiated and drafted. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against either of the parties.
2005
Merger Agreement
Interpretation
The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.
2013
Joint Venture
Certain Interpretative Matters
No provision of this Agreement will be interpreted in favor of, or against, any of the Parties by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft of this Agreement or such provision.
2005
Drafting Presumption
This Memorandum of Agreement will be construed fairly as to each party regardless of which party drafted it.
2006
Certain Interpretative Matters
No provision of this Agreement will be interpreted in favor of, or against, any of the Parties by reason of the extent to which any such Party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft of this Agreement or such provision.
2007
A project of CENTRAL, University of Cologne.