Expert: Harry Hayfield - 11/18/2008

Question
Could you please give me a detailed outline of what the Contra Preferentum is?

Answer
Contra proferentem is a rule of contractual interpretation which provides that an ambiguous term will be construed against the party that imposed its inclusion in the contract – or, more accurately, against (the interests of) the party who imposed it. Therefore, the interpretation will favor the party that did not insist on its inclusion. The rule only applies if, and to the extent that, the clause was included at the unilateral insistence of one party without having been subject to negotiation by the counter-party. Additionally, the rule only applies if the court determines the term to be ambiguous, which often forms the substance of a contractual dispute.