Maxim 10.2.22
Whenever in contracts the expression is doubtful, it is most advantageous that that meaning be accepted by which the safety of the subject-matter may be assured.
Quoties in stipulationibus ambigua oratio est, commodissimum est id accipi quo res de qua agitur in tuto sit.
Source: D. 41, 1, 80; Jackson
Difficulty 2/5 — Approachable
Explanation
Ambiguity in a contract is resolved in favor of the reading that best protects the subject matter of the agreement.
Where this applies
- The contract language is ambiguous so it should be read in the way that best protects the deal.
- When a term is doubtful, choose the meaning that keeps the agreement safe.
- Ambiguity should be resolved in favor of the interpretation that protects the subject matter.
Legal domains
See also
Cite this maxim
NeCede Max. 10.2.22 — Whenever in contracts the expression is doubtful, it is most advantageous that that meaning be accepted by which the safety of the subject-matter may be assured. — D. 41, 1, 80; Jackson (Quoties in stipulationibus ambigua oratio est, commodissimum est id accipi quo res de qua agitur in tuto sit.)
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