No strict construction: Overview, definition, and example
What is no strict construction?
No strict construction is a legal principle often included in contracts to ensure that the terms of the agreement are interpreted fairly and without bias toward any party. It prevents courts or arbitrators from interpreting the contract more harshly against the party that drafted it. This principle promotes a balanced approach, focusing on the mutual intent of the parties rather than penalizing one side for drafting ambiguities.
For example, a no strict construction clause ensures that if there’s a vague term in a contract, it won’t automatically be interpreted in favor of the non-drafting party.
Why is no strict construction important?
No strict construction is important because it ensures fairness in interpreting contracts, especially when disputes arise. It protects the drafting party from being unfairly disadvantaged due to ambiguities or unclear language in the agreement.
For businesses, this clause fosters equal responsibility for reviewing and understanding the contract before signing. It also emphasizes that both parties had the opportunity to negotiate terms and agree on the final language.
Understanding no strict construction through an example
Imagine a vendor drafts a supply agreement that contains ambiguous language about delivery deadlines. If a dispute arises, a no strict construction clause prevents the court from automatically interpreting the ambiguity in favor of the client. Instead, the court will focus on the intent of both parties and the overall context of the agreement.
In another example, a landlord and tenant sign a lease agreement with unclear language about maintenance responsibilities. If the lease includes a no strict construction clause, any ambiguities would not be strictly interpreted against the landlord (as the drafting party). Instead, the clause ensures the intent of the agreement is considered.
An example of a no strict construction clause
Here’s how a no strict construction clause might look in a contract:
“This Agreement shall not be construed more strictly against one Party than the other solely by virtue of it being drafted by one of the Parties. The Parties acknowledge that each had the opportunity to review and negotiate this Agreement.”
Conclusion
No strict construction promotes fairness in contract interpretation by ensuring that ambiguities are not automatically interpreted against the drafting party. It encourages both parties to review and negotiate terms carefully, reducing the likelihood of disputes.
By including a no strict construction clause, businesses can foster balanced agreements and protect themselves from unfair interpretations while focusing on the shared intent of the 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.