Contra Proferentem (Against the Drafter) in the United States
From the Wolters Kluwer Bouvier Law Dictionary
“An ambiguous clause is read against the interest of its drafter. Under the doctrine of contra proferentem, a clause in a contract susceptible to several meanings will be given the meaning most favorable to the non-drafting party, particularly when the non-drafting party had a distinct disadvantage or the draftingparty had a distinct advantage from the clause.
The doctrine may not apply, however, when the parties to a contract are each sophisticated
negotiating parties with equivalent bargaining power.”(1)
Notes
- “Contra Proferentem”. Wolters Kluwer Bouvier Law Dictionary