any ambiguity in a contract is interpreted against the party who drafted the contract. course hero

When do courts reject a party's suggested interpretation of an ambiguous contract?

These recent cases indicate that courts will reject a party's suggested interpretation of an ambiguous contract provision where that interpretation is contradicted by that party's conduct over the life of the contract.

What is ambiguities clause in contracts?

Ambiguities Clause in Contracts. This contract clause says that any ambiguous language in the contract shall be interpreted according to its fair meaning and not strictly for or against any party.

How do courts decide whether a term is ambiguous?

In interpreting a K, courts first determine whether an ambiguity exists. An ambiguity exists if the meaning of a term is uncertain or if the term is reasonably susceptible to more than one interpretation.

What is the ambiguity rule in English law?

RULE: Ambiguity In interpreting a K, courts first determine whether an ambiguity exists. An ambiguity exists if the meaning of a term is uncertain or if the term is reasonably susceptible to more than one interpretation. If K language is clear and unambiguous, then courts must enforce the term as written.

Why is it important to conduct a factual investigation regarding the parties' conduct during the contract term?

As such, it is important to conduct a thorough factual investigation regarding the parties' conduct during the contract term to determine the parties' likelihood of success on their claims or defenses.

What is the objective of a court?

A court's objective in a case involving the interpretation of a contract is to ascertain what the parties intended. When a contract's provisions are clear, a court will enforce the contract as written, without any reference to evidence outside the contract, such as testimony about what the parties negotiated or intended the provisions to mean. 1. ...

What does provision 3 mean in a contract?

But Provision III of the contract states that the fixed fee shall increase or decrease if the actual value of the services provided is above or below the fixed fee. Provision III's reference to a decrease is clearly in conflict with the language in Provisions I and II.

Can a party prevail on its interpretation of ambiguous contract language?

The recent case law demonstrates that a party is not likely to prevail on its interpretation of ambiguous contract language where its conduct is inconsistent with its proffered interpretation. Where the parties have not engaged in any course of conduct during the contract term that is relevant to the proposed or pending litigation, ...