Contra proferentem rule

Definitions

The contra proferentem rule is a rule of contract interpretation that states that any ambiguity in a contract should be interpreted against:

• The party who prepared the contract (e.g., for standard form adhesion contracts, which are usually offered on a "take it or leave it" basis); or
• The party who seeks to rely on the ambiguous provision (e.g., the beneficiary of a guarantee, indemnity, limitation or exclusion provision).

The contra proferentem rule is "the basic principle of contract law that, in construing the language of a contract, ambiguities are resolved against the draftsman of the instrument.”