No interpretation against drafter: Overview, definition, and example
What is no interpretation against drafter?
The principle of "no interpretation against drafter" refers to the rule in contract law that if there is ambiguity or uncertainty in the language of a contract, the interpretation should not be made against the party that drafted the contract. This principle is often applied to avoid unfairness, particularly if one party had more control over the wording of the agreement. It helps ensure that the drafter cannot use their position to take advantage of vague or unclear contract terms.
For example, if a business drafts a contract with unclear terms, and there is a dispute, the court would typically interpret those terms in favor of the other party, not the drafter, to avoid an unfair advantage.
Why is no interpretation against drafter important?
This principle is important because it helps ensure fairness in contracts. It prevents the drafter from benefiting from ambiguities or vague language that could otherwise be used to exploit the other party. It’s especially useful in situations where there is an imbalance of bargaining power, such as when a large company drafts a contract that a smaller company must sign.
For businesses, including a "no interpretation against drafter" clause helps mitigate the risk of unfair interpretations in the event of a dispute, ensuring that both parties are treated equitably.
Understanding no interpretation against drafter through an example
Imagine a software company drafts a contract for its clients with a clause about the length of the subscription. The language is somewhat unclear, leaving room for interpretation. If a dispute arises over whether the subscription automatically renews or not, the court will likely interpret the ambiguous clause in favor of the client, not the software company, based on the principle of no interpretation against drafter.
In another example, a supplier might provide a contract to a buyer with unclear delivery terms. If the buyer challenges the delivery timeline, the court may rule in favor of the buyer, assuming the supplier drafted the contract and should bear responsibility for any unclear terms.
An example of a no interpretation against drafter clause
Here’s how a no interpretation against drafter clause might look in a contract:
“In the event of any ambiguity or uncertainty in the terms of this Agreement, such ambiguity shall not be interpreted against the party who drafted the Agreement.”
Conclusion
The "no interpretation against drafter" principle ensures fairness by preventing the drafter from taking advantage of any ambiguities or unclear language in a contract. This principle is particularly important in situations where there is a power imbalance between the parties, such as when one party has more control over the terms of the agreement. By including this clause, businesses can help ensure that any disputes are resolved equitably and prevent one party from exploiting vague language to its benefit.
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.