Contra proferentem resolves genuine ambiguity against the drafter. It applies only after other interpretive tools fail to resolve the ambiguity, functioning as a tiebreaker rather than a primary rule.
It is applied most rigorously to adhesion contracts including insurance policies.
Alternative Names:
Against the Drafter, Construction Against the Drafter
Why it Matters?
In coverage litigation this doctrine explains why insurers lose close interpretive questions, and it is why establishing that language is unambiguous is the insurer's primary objective. The doctrine is applied less consistently in negotiated commercial contracts between sophisticated parties, where several states decline to apply it or treat it as a weak consideration since neither party was without bargaining power.
Frequently Confused with
Related terms
Frequently asked questions
When does contra proferentem apply?
Does it apply to negotiated commercial contracts?
