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NeCede's

Maxim 6.3.13

In ambiguous terms, interpretation runs against the party who proposed them.

In ambiguis contra stipulatorem est interpretandum.

Source: Dig. 45, 1, 38, 18; 2 Kent, Comm. 721 Difficulty 1/5 — Foundational

Explanation

He who drafts the contract bears the burden of unclear language — ambiguity is resolved in favor of the party who did not write the terms.

Where this applies

  • The fine print in my insurance contract is confusing — shouldn't that be held against the insurance company who wrote it?
  • The bank drafted a mortgage with unclear terms — who bears the risk of that ambiguity?

Topics

Ambiguity

Legal domains

contractinterpretation

See also

Cite this maxim

NeCede Max. 6.3.13 — In ambiguous terms, interpretation runs against the party who proposed them. — Dig. 45, 1, 38, 18; 2 Kent, Comm. 721 (In ambiguis contra stipulatorem est interpretandum.)

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