Contra proferentem rule

Definition
The Contra proferentem rule is a rule of contract interpretation that states that any ambiguity in a contract should be interpreted against:


 * The party who prepared the contract (e.g., for standard form adhesion contracts, which are usually offered on a "take it or leave it" basis); or
 * The party who seeks to rely on the ambiguous provision (e.g., the beneficiary of a guarantee, indemnity, limitation or exclusion provision).