Contra Proferentem definition

Contra Proferentem is a Latin phrase that means "against the offeror" or "against the one who offers." Contra proferentem is a theory in contract law that deals with ambiguities and uncertainty in contracts. It basically states that, in circumstances of ambiguity or disagreement regarding how to interpret a contract, the party who did not write the agreement—in most cases, the policyholder—should be given preference. In other words it states that the contra proferentem rule states that any ambiguity in an exclusion clause will be construed against the benefiting party. 1. In the words of Lord Mustill: ‘the basis of the contra proferentem principle is that the person who puts forward the wording of a proposed agreement may be assumed to have looked after his own interests, so that if words leave room for doubt about whether he is intended to have a particular benefit, there is reason to suppose that he is not.’ 2 In the words of Professor Gaillard, contra proferentem aims to ‘prevent the party having drafted the document from relying on its ambiguities in order to obtain a particular benefit’.3 So to
View Source
Contra Proferentem and “Quando aliquid prohibetur ex directo, prohibetur et per obliquum”. The doctrines of “contra proferentem” and “Quando aliquid prohibetur ex directo, prohibetur et per obliquum” shall be inapplicable in the interpretation of this Agreement and the other Loan Documents. Each Loan Document embodies arms’ length negotiations and compromises between the parties, was drafted jointly by the parties, and shall not be construed against any party hereto, or such parties’ successors and assigns, if any, by reason of its preparation or drafting. Each of the parties agrees that drafts of the Loan Documents and modifications reflected in such drafts shall not be utilized in any manner, dispute, or proceeding, including as evidence of any of the parties’ intent or interpretation of the Loan Documents. The “integrated transaction doctrine” and any similar legal doctrine or theory is expressly waived by each Secured Party. Without limiting the foregoing, each Secured Party agrees that (a) any series of related transactions shall be permitted by the Loan Documents if each individual transaction would be permitted, and (b) any series of related transactions that are consummated substantially concurrently may be deemed to be consummated in any order determined by the Borrower that complies with the Loan Documents with permissibility of each transaction evaluated in light of such order.
View Source

Examples of Contra Proferentem in a sentence

  • The doctrine of Contra Proferentem shall not be applicable to this Agreement.

  • The doctrine of Contra Proferentem shall not be applicable in this Agreement.

  • The rule commonly referred to as Fortius Contra Proferentem shall not be applied to this Agreement or any interpretation thereof.

  • The Rule of Contra Proferentem shall not apply to any of the Parties.

  • The Parties hereby acknowledge and agree that this Agreement shall be understood as having been drafted in equal parts by each Party hereto and that this Agreement shall not be construed against any party on the basis of the doctrine of Contra Proferentem or any such substantially similar doctrine or canon of construction.

  • Contra Proferentem The rule of construction that in the event of any uncertainty in any provision in any agreement, such agreement shall, in construing/interpreting the uncertainty, be construed or interpreted against the drafter of such agreement, shall not be applicable to this Agreement.