Business and Commercial Litigation
Contract Claims
The rule applies where a term is ambiguous after other interpretive tools are exhausted. It is a tiebreaker of last resort rather than a primary interpretive principle.
Application is weakened where both parties negotiated the language.
Alternative Names:
Construction Against the Drafter|Against the Drafter Rule
Why it Matters?
The rule applies most forcefully to adhesion contracts and least to negotiated agreements between sophisticated parties, where courts frequently decline to apply it because both sides contributed to the language. Establishing that a provision was negotiated rather than imposed is the response when the rule is invoked. In insurance the principle is applied vigorously, which is a meaningful difference from ordinary commercial contracting.
Frequently Confused with
Related terms
Frequently asked questions
When does the rule apply?
What weakens its application?
