Define: Latent Ambiguity

Latent ambiguity refers to a situation where a document or contract appears clear on its face, but when applied to a specific situation, it becomes unclear or ambiguous.

Patent ambiguity is an ambiguity that is obvious on the face of a document, while latent ambiguity is not immediately apparent and only becomes evident when applied to a specific situation.

An example of latent ambiguity in a contract could be a term that seems clear on its face, but when applied to a specific situation, it becomes unclear who the term applies to or what it requires.

Latent ambiguity can lead to disputes and disagreements between parties to a contract, and can result in litigation to determine the true meaning and intent of the contract.

Latent ambiguity can be resolved through the use of extrinsic evidence, such as the parties’ prior negotiations, course of dealing, or industry custom, to determine the true intent of the contract.

While it may not be possible to completely avoid latent ambiguity, careful drafting and clear language in contracts can help minimize the potential for ambiguity.

If you suspect latent ambiguity in a contract, it is important to seek legal advice to understand your rights and options for resolving the ambiguity.

Latent ambiguity can be used as a defence in a legal dispute if one party argues that the contract is unclear and therefore unenforceable.

Courts will typically look to extrinsic evidence and the surrounding circumstances to interpret latent ambiguity and determine the true intent of the parties.

The potential consequences of latent ambiguity in a contract can include disputes between parties, litigation, and the potential for the contract to be found unenforceable.