No presumption against drafting party: Overview, definition, and example
What is "no presumption against drafting party"?
No presumption against the drafting party is a legal principle that prevents a court or arbitrator from assuming that the party who drafted a contract or agreement is responsible for any ambiguities, uncertainties, or unclear language in the document. This principle effectively means that the court will not automatically interpret any vague or ambiguous terms in a contract against the interests of the drafting party, which is often the one that provides the language or formulates the terms of the agreement.
In many legal systems, there is a rule known as "contra proferentem," which suggests that if a contract term is ambiguous, it should be interpreted against the party who drafted it. However, "no presumption against the drafting party" ensures that the drafter is not automatically presumed to be at a disadvantage in the interpretation of a contract term, especially when both parties have had equal opportunity to negotiate and agree on the terms.
Why is "no presumption against drafting party" important?
This principle is important because it ensures that a court or arbitrator does not unfairly disadvantage the party that drafted the contract without a careful and fair analysis of the specific circumstances. It helps to avoid automatic interpretations that could be unjust, particularly in cases where both parties have had equal bargaining power or where both sides contributed to the language in the agreement.
For businesses, this principle provides greater certainty and protection when drafting contracts, ensuring that the drafting party will not be automatically penalized for any unclear language. For individuals, it ensures that courts will fairly consider the context and intent of both parties, rather than assuming that one side has more responsibility for ambiguous language simply because they were the drafter.
Understanding "no presumption against drafting party" through an example
In a commercial contract, one party (the seller) drafts a contract for the sale of goods, but there is a clause about delivery terms that is slightly vague, such as, “goods should be delivered at a suitable time.” If there is a dispute about the delivery time, the buyer claims that the vague language should be interpreted against the seller, assuming that the seller, as the drafter, is responsible for the ambiguity.
In another example, in a lease agreement, the landlord drafts the terms for the rental property, but the lease contains a clause regarding maintenance responsibilities that is unclear. A dispute arises over whether the tenant or landlord is responsible for certain types of repairs. Instead of automatically interpreting the ambiguous clause against the landlord (the drafting party), the court will examine the intent of both parties and the full context of the lease to determine how the clause should be interpreted.
An example of "no presumption against drafting party" clause
Here’s how this type of clause might appear in a contract:
“In the event of any ambiguity or uncertainty in the interpretation of this Agreement, there shall be no presumption against the Party that drafted the Agreement. The Parties agree that any such ambiguities will be resolved based on the plain meaning of the terms, the intent of the Parties, and the context in which the Agreement was executed.”
Conclusion
The "no presumption against drafting party" principle prevents automatic interpretation of ambiguities against the party that drafted the contract. It ensures that a fair and balanced analysis is conducted, taking into account the circumstances and intent of both parties involved. By avoiding automatic bias toward the drafter, this principle helps provide fairness in contract interpretation and encourages careful drafting and negotiation between parties.
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.