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NeCede's

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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