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Negotiating A Contract

Negotiating A ContractContract Lawyer

Words and phrases, especially in a legal context, frequently have ambiguous meaning which are open to interpretation in a given context. The English language evolved over many centuries in an atmosphere free of any centralized academy which could enforce a unified, codified language such that ambiguity could always be fully resolved with only one correct interpretation for any phrase in any context. An example of how open to interpretation the English language can be in a legal context is the Supreme Court Decision Niz Chavez v United States, in which the Supreme Court deliberated over the meaning of the shortest word in the English language, “a” in the context of a law related to immigration.

One method that courts have sometimes used to resolve issues of ambiguous language in a contract is a legal principle known as “Contra Proferentem” or “interpretation against the draftsman.” The essence of interpretation against the draftsman is that when a phrase, sentence, paragraph, or section of a contract can have multiple interpretations, the interpretation which works against the interests of the party which demanded the ambiguous portion of the contract.

The reasoning behind this method of interpreting contracts is that it forces parties to slow down and consider the terms of the contract as well as the language. It also places the responsibility of making sure that a contract is clear on the party that most wants that part of the contract. Some jurisdictions have codified this legal theory such state law requires portions contracts to be interpreted against the interest of the party which insisted on the inclusion of the ambiguous portion, but not all states have codified this concept. It is best to consult with a local contract lawyer who can advise on how your state treats this legal principle.

While there are many other methods of resolving issues of ambiguity, interpretation against the draftsman is a common method that makes intuitive sense to many people. Because the principle is often applied to situations where one party has all of the bargaining power, people view this principle as an equalizing force which helps smaller parties in negotiations with more powerful entities.

If you are negotiating a contract, and are worried about potential ambiguity which may be interpreted against you, or you have already agreed to a contract that has ambiguous terms, you may want to speak with a local and experienced contract lawyer to understand how various legal principles may apply to the interpretation of your contract, including the principle of interpretation against the draftsman.