contra proferentem

Contra proferentem is a rule of contract interpretation that states an ambiguous contract term should be construed against the drafter of the contract. The term contra proferentem is derived from a Latin phrase meaning “against the offeror.”  

Contra proferentem has become increasingly important with the rise of contracts of adhesion. Contracts of adhesion involve pre-written contracts which are offered on a strict take-it or leave-it basis, leaving no opportunity for a party to bargain over specific contractual terms. Because the party does not have an opportunity to negotiate, they may reasonably interpret a term in a different manner than the contract offeror intended. Contra proferentem exists to place the burden of ambiguity on the party most capable of mitigating that ambiguity - the person who wrote it. 

The doctrine of contra proferentem is also especially important in the field of insurance law due to the generalized nature of many of its terms. For example, it may be unclear if a policy that covers “water damage” will cover damage caused by a rainstorm induced mudslide. The doctrine of contra proferentem encouraged insurance providers to create enumerated lists of events that are excluded under a given policy, ultimately increasing clarity for insurance purchasers. 

[Last updated in July of 2022 by the Wex Definitions Team]