Are vague/ambiguous contract provisions always construed against the drafter of the contract?

Asked over 2 years ago - Chandler, AZ

In a hypothetical situation where a lawsuit arises out of a breach of contract concerning a specific provision--if the provision itself that is the basis of the alleged breach is drafted in a way where it is either vague/ambiguous, or capable of being interpreted in multiple ways, in a Court of law is the vague/ambiguos provision then thrown out the window in favor of the party who allegedly breached it? Is there any specific rules or cases in Arizona that reference a situation like this?

Attorney answers (3)

  1. Darrel S Jackson

    Pro

    Contributor Level 17

    3

    Lawyers agree

    Answered . I agree with Mr. Murillo. In addition, you should keep in mind that the court will analyze the ambiguous provision in light of the rest of the contract and the conduct of the parties. A provision may be subject to multiple interpretations standing alone, but maybe only one of those interpretations makes sense in light of the rest of the contract. In that case, the court isn't going to throw out the ambiguous provision or construe it against the drafter.

  2. Robert John Murillo

    Contributor Level 20

    3

    Lawyers agree

    1

    Answered . Always? No. The contract may explicitly provide that terms will not be construed against either party (for example in negotiated agreements such as mergers, VC, so on) or the facts may indicate a negotiated agreement where both parties were represented by counsel. The rule generally applies where the drafter is the dominant party or otherwise represented by counsel and the other is less sophisticated and not represented by counsel.

    This answer is for informational purposes only and is not legal advice regarding your question and does not... more
  3. Maxwell Charles Livingston

    Pro

    Contributor Level 13

    1

    Lawyer agrees

    Answered . Also, if the provision is ambiguous the court can admit external evidence to clarify ambiguity. This is an exception to the "parole evidence rule."

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