Legal Tools

Contra proferentum is a Latin term that translates to “against the offeror” or “against the one who brings forth.” The concept states that when a written contract provision is unclear or open to different interpretations, the interpretation should be resolved against the party who drafted or presented the contract.

The idea beyond this rule is that the party drafting the contract is in the best position to clarify any ambiguous terms or to express their intentions clearly. By weighing ambiguities against the drafter, contra proferentum encourages parties to be precise and unambiguous in their contract language.