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Colllege of Engineering, Design, Art and Technology
Colllege of Engineering, Design, Art and Technology
SIGNATURE:……………………………….
1 CONTRA PROFERENTUM
This is an “interpretation against the draftsman”. It is a concept of contractual interpretation
providing that, where an agreement is ambiguous, the preferred meaning should be the one
working against the interests of the party who provided the wording. This doctrine is applied to
situations involving standardized contracts or where the parties are of equal bargaining power.
Each party in the contract is ostensibly looking out for its own best interests and will want the
contract language to be to each party's favor. This can create scenarios in which the contract
language is ambiguous or unclear, leading one party to interpret the contract differently from the
other party. It is designed as a caveat as well as a penalty or legal punishment for introducing and
including an intentionally vague contract clause into a contract and encourage the drafter of the
contract to be as clear and explicit as possible, taking into account as many foreseeable situations
as it can . Therefore, it is applicable to situations where the language at issue is mandated by law
as is often the case with insurance contracts and bills of lading.
Clegg, R.S., 1992, Contracts cause conflicts, In Construction Conflict Management and
Resolution, 25-27 September, UMIST, pp 128-144vv