Ambiguity

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

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.

An ambiguous plea ought to be construed against the party who pleads it.

Ambiguum placitum interpretari debet contra proferentem.

Source: Co. Litt. 303b; Bacon, Max. reg. 3; Weisman, 87o

The burden of clarity falls on the pleader — obscurity in a plea is resolved against the party who had the opportunity to speak plainly and chose not to.

An ambiguous answer is to be taken against him who offers it.

Ambigua responsio contra proferentem est accipienda.

Source: 10 Co. 58, 59; Broom, Max. 594; Weisman, 6a

He who speaks ambiguously when he could have spoken plainly has only himself to blame; the doubt is resolved against him.

In an ambiguous expression of law, that meaning is to be preferred which is consonant with equity, especially when the spirit of the law can be gathered from it.

In ambigua voce legis, ea potius accipienda est significatio quae vitio caret, praesertim cum etiam voluntas legis ex hoc colligi possit.

Source: Dig. 1, 3, 19; Broom, Max. 576; Weisman, 6f

Where the law speaks with a double tongue, the meaning which accords with justice and reason is preferred over that which leads to inequity.

In ambiguous cases, that which is least inconvenient is always to be done.

In ambiguis casibus semper id fieri debet quod minus est inconveniens.

Source: 4 Inst. 328; Dig. 50, 17, 9

When both readings of an ambiguous instrument are plausible, the court adopts the one that avoids the greater practical harm.

A latent ambiguity may be supplied by proof; for what arises in ambiguity from an extrinsic fact is removed by proof of the fact.

Ambiguitas verborum latens verificatione suppletur; nam quod ex facto oritur ambiguum verificatione facti tollitur.

Source: Bacon, Max. reg. 23; 2 Kent, Comm. 557; Broom, Max. 608

Where an instrument appears clear on its face but becomes ambiguous when applied to the facts, extrinsic evidence may be admitted to resolve the doubt.

A patent ambiguity cannot be cleared up by extrinsic evidence.

Ambiguitas verborum patens nulla verificatione excluditur.

Source: Lofft 249; Bacon, Max. reg. 25; Broom, Max. 619; Weisman, 6b; Weisman, 6c

Where the ambiguity is apparent on the face of the instrument itself, the defect must be cured by the instrument's own language or not at all; outside evidence is inadmissible.