No presumption against drafter: Overview, definition, and example
What is "no presumption against drafter"?
The "no presumption against drafter" principle is a legal doctrine that means courts should not assume that the party who drafted a contract or legal document should bear the burden of an ambiguous or unclear provision. This principle eliminates the common practice of interpreting ambiguous terms in favor of the non-drafting party. In essence, it emphasizes that both parties to a contract are expected to fully understand and agree to its terms, and if there's an ambiguity, the court should not automatically favor one side over the other based on who drafted the agreement.
For example, if a contract is unclear about the payment schedule, the fact that one party drafted the agreement does not automatically mean that the ambiguous term should be interpreted in favor of the other party.
Why is "no presumption against drafter" important?
The "no presumption against drafter" rule is important because it promotes fairness by treating both parties equally, regardless of who created the contract. It discourages the idea that the party who wrote the document should be penalized for any ambiguities or unclear language in the contract. This ensures that both parties are responsible for understanding and agreeing to the terms. It also encourages better drafting of contracts, as parties know that any unclear provisions could be subject to neutral interpretation rather than defaulting to one party's advantage.
For businesses, understanding this principle helps ensure that contracts are written clearly and that both parties take responsibility for the terms they agree to. It also limits the chance of legal disputes based solely on the authorship of the contract.
Understanding "no presumption against drafter" through an example
Imagine two companies entering into a contract for the supply of goods. Company A drafts the contract, but the payment terms are vague. If a dispute arises over when payments are due, the court will not automatically interpret the terms in favor of Company B (the non-drafting party) simply because Company A wrote the contract. Instead, the court will interpret the ambiguous terms based on the parties' intent or the overall context of the agreement, without presuming that the drafter should be penalized.
In another example, a contractor drafts an agreement with a homeowner to renovate their property. If the contract includes unclear language regarding the scope of work, the homeowner cannot assume that the contractor will bear the burden of any ambiguity simply because they drafted the contract.
An example of a "no presumption against drafter" clause
Here’s how a "no presumption against drafter" clause might look in a contract:
“The Parties acknowledge that each has had the opportunity to review and negotiate the terms of this Agreement, and that there shall be no presumption against the drafter in the event of any ambiguity in the interpretation of the provisions of this Agreement.”
Conclusion
The "no presumption against drafter" principle encourages fairness in contract interpretation by ensuring that ambiguities are not automatically interpreted against the drafting party. It promotes mutual responsibility for understanding the terms of an agreement and discourages the reliance on default rules based on authorship. By removing this presumption, businesses and individuals are encouraged to draft clearer, more precise contracts, knowing that both parties will be held equally accountable for any ambiguities.
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.