Contract Glossary
Contra Proferentem
Definition
A legal rule that says ambiguous contract language is interpreted against the party who wrote it. If you drafted a confusing clause and there's a dispute about what it means, the court will likely side with the other party's interpretation.
In Practice
A landlord writes a lease that vaguely says 'tenant is responsible for maintenance.' When the roof leaks, is that the tenant's problem? Under contra proferentem, probably not — the landlord drafted the lease and should have been more specific. This rule is especially powerful when dealing with adhesion contracts drafted by the party with more bargaining power.
Common in these contract types
Related terms
Frequently asked questions about contra proferentem
When a contract term is genuinely ambiguous — meaning two reasonable people could read it differently — and the ambiguity can't be resolved by looking at the contract's context or the parties' intent. It's a last-resort rule. Courts try to figure out what the clause means before applying contra proferentem.
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Create your contractThis content is for informational purposes only and does not constitute legal advice. For contracts with significant financial or legal implications, review by a qualified attorney is recommended.