Contracts & ExecutionQuestion 858 of 1632
Under the rule of 'contra proferentem,' an ambiguous contract term is generally construed:
a.In favor of whichever party signed first
b.In favor of the wealthier party
c.Against the party that drafted the ambiguous language
d.By flipping a coin
Explanation
The doctrine of contra proferentem provides that when a contract term is genuinely ambiguous, courts construe it against the party who drafted it, because that party had the opportunity to write clearly and should bear the risk of unclear language. This encourages careful drafting. It does not favor the wealthier party, the first signer, or leave interpretation to chance; the drafter bears the burden of the ambiguity.
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Reviewed by Abraham Chen — Licensed California General Contractor (CSLB License #1101856 — verify)