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Legal Dictionary

Contra proferentem

“Contra proferentem” is a legal term in Latin that means “against the offeror” or “against the one bringing forth.” It is a principle commonly used in contract law to resolve uncertainties or ambiguities in contractual agreements.

When there is a dispute or ambiguity in the language of a contract, the contra proferentem rule suggests that any ambiguity should be interpreted against the party responsible for creating or presenting the contract. In other words, if one party to the contract is responsible for drafting the contract and the language used is unclear or can be interpreted in multiple ways, the court may interpret the contract language in favor of the party who did not create the contract.

This principle is based on the idea that the party who created the contract should bear the responsibility for any uncertainties or ambiguities in the contract language since they had the chance to make the language clear and unambiguous. Contra proferentem helps to ensure fairness in contractual relationships and encourages parties to draft contracts that are easily understandable and clear.

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