No construction against drafter: Overview, definition, and example
What is no construction against drafter?
"No construction against drafter" is a legal principle stating that if there is any ambiguity or uncertainty in the language of a contract, the interpretation should not be made against the party that drafted the agreement. In other words, if a contract is unclear, the benefit of the doubt should go to the party that did not draft the contract. This principle is often used to prevent one party from being unfairly disadvantaged due to unclear terms that they had no control over.
For example, if a contract is written by one party and it includes ambiguous language regarding the scope of a service, and a dispute arises, the court may interpret the language in favor of the party that did not draft the contract.
Why is no construction against drafter important?
This principle is important because it promotes fairness in contracts, ensuring that the party who had control over the drafting of the contract cannot use vague or unclear language to their advantage. It encourages clear and precise language in contracts, reducing the likelihood of disputes over ambiguous terms. It also protects the party that is less familiar with legal language or negotiating power, ensuring they are not disadvantaged by unclear provisions.
Understanding no construction against drafter through an example
Imagine a supplier provides a contract to a business client that includes vague terms about the quality of the products to be delivered. If a dispute arises over whether the quality meets the agreed-upon standards, the court may interpret the unclear terms in favor of the business client, the party that did not draft the contract.
In another case, if an employer provides an employment agreement with ambiguous terms about termination rights, the employee may benefit from the "no construction against drafter" principle if the contract terms are unclear, as the employer drafted the document.
An example of a no construction against drafter clause
Here’s how a "no construction against drafter" clause might appear in a contract:
“In the event of any ambiguity or uncertainty in the interpretation of this Agreement, such ambiguity shall not be construed against the party that drafted this Agreement.”
Conclusion
The "no construction against drafter" principle ensures that contracts are interpreted fairly when there is uncertainty or ambiguity in their terms. By applying this principle, courts protect parties that did not have control over drafting the contract, ensuring that vague or unclear terms do not unfairly benefit the drafter. It encourages clear and precise contract language to avoid disputes and ensure fairness in agreements.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.