Define: Contra Proferentum

Contra proferentum is a legal principle applied in contract interpretation that states that ambiguous or unclear contract terms should be construed against the party who drafted the contract. Literally meaning “against the offeror” in Latin, contra proferentum aims to resolve uncertainties in a contract in favour of the party who did not draft the agreement. This principle is based on the rationale that the drafter of the contract is typically in a superior position to clarify ambiguous terms and should bear the consequences of any ambiguity or lack of clarity in the contract language. Contra proferentum helps ensure fairness and clarity in contractual relationships by encouraging parties to draft contracts with clear and unambiguous terms.

Construed against the person making the statement. For example, in an Exclusion clause, the benefit of any doubt in the meaning of the clause is to the benefit of the party that would be disadvantaged by it.

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This glossary post was last updated: 29th March 2024.