Interpretation contra proferentem Sample Clauses

Interpretation contra proferentem. The principle of interpretation contra proferentem (against the offeror/draftsman) refers to the universally recognized principle that the party who is responsible for drafting the ambiguous or equivocal contract provision should be responsible for the ambiguity, leading to the provision being interpreted against it.301 The principle is based on the idea that the draftsman would have had the opportunity to phrase the provision so that no confusion as to its meaning arises, whereas the opposing party could not have influenced it. Naturally, this rule, typically applied in cases of standard terms and conditions, does not apply when parties have drafted the agreement together. In KKO 2013:84, the District Court and the Court of Appeal (without specifically mentioning this principle) did both refer to the fact that the signatory parties did indeed have the opportunity to expressly bind the non-signatory by a more specific arbitration clause. Indeed it may be noted that in the case at hand, the circumstances are lucid since the crucial provision, the arbitration clause, was drafted by the signatories alone. Therefore, the prerequisites as to applying the contra proferentem rule are met. 300 See ibid. p. 142. 301 See Xxxxxxxx-Xxxxxx 1999, pp. 259-260; Hemmo 2007a, pp. 638-639; Article 4.6 of the UNIDROIT Principles of International Commercial Contracts; Article 5.103 of the Principles of European Contract Law. For case law, see also e.g. KKO 1984-II-17; KKO 1978-II-126. Some criticism may and has been presented towards this rule of interpretation. First of all, the author is of the opinion that it may sometimes place undue pressure on the drafting party and does not really encourage one to take on the task. Another opinion points out that the rule in fact encourages the other party not to remark the draftsman on an ambiguous term.302 However, this criticism does not apply to the case at hand because the non- signatory had nothing to do with the contract. Lastly, the contra proferentem rule is not absolute. It must be taken into consideration how the ambiguity of the provision in question manifests itself in relation to the other party. For example, the text itself may be written in poor English or the concepts and terms used may be extremely complex. The defining factor in determining whether the rule favors the party who has not drafted the provision is how that party within reason should have understood said provision in juxtaposition e.g. with the type of con...
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Related to Interpretation contra proferentem

  • Interpretation, etc Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

  • 2Interpretation The interpretation and construction of the Contract shall be subject to the following provisions:

  • Interpretation; Governing Law This Agreement shall be subject to and interpreted in accordance with all applicable provisions of law including, but not limited to, the 1940 Act, and the rules and regulations promulgated under the 1940 Act. To the extent that the provisions of this Agreement conflict with any such applicable provisions of law, the latter shall control. The laws of the State of Minnesota shall otherwise govern the construction, validity and effect of this Agreement.

  • Interpretation; Construction The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

  • Certain Interpretations (a) Unless otherwise indicated, all references herein to Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (b) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (c) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (d) Unless otherwise indicated, all references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. (e) Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. (f) References to “$” and “dollars” are to the currency of the United States of America. (g) Any dollar or percentage thresholds set forth herein shall not be determinative in and of themselves of what is or is not “material” or a “Company Material Adverse Effect” under this Agreement. (h) When used herein, the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if.” (i) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

  • Contract Interpretation The Contract Documents completely describe the Services to be provided. Contractor will provide any Services that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result whether or not specifically called for or identified in the Contract Documents. Words or phrases which have a well-known technical or construction industry or trade meaning and are used to describe Services will be interpreted in accordance with that meaning unless a definition has been provided in the Contract Documents.

  • Integration; Interpretation The Loan Documents contain or expressly incorporate by reference the entire agreement of the parties with respect to the matters contemplated therein and supersede all prior negotiations or agreements, written or oral. The Loan Documents shall not be modified except by written instrument executed by all parties. Any reference to the Loan Documents includes any amendments, renewals or extensions now or hereafter approved by Lender in writing.

  • Interpretation; Effect When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of, or Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and are not part of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

  • Principles of Interpretation The following principles of interpretation apply to this Settlement Agreement:

  • Governing Law; Interpretation This Agreement shall be interpreted and enforced under the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. In the event of any dispute, this Agreement is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either you or the Company or the “drafter” of all or any portion of this Agreement.

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