| 释义 |
contra proferentem
[Latin: against the one putting it forth] The principle that ambiguities in documents should be construed against the drafter. This canon of construction is predicated on the assumption that a person who produces a document has the capacity to avoid ambiguities when drafting it. It is often applied by the courts when construing claimed exclusion or limitation of liability clauses in contracts. Thus, the court will view such a clause very strictly. If it fails to apply to the exact circumstance that took place, the defendant will have been deemed to have failed to have satisfactorily excluded his liability in law (White v John Warwick & Co Ltd [1953] 1 WLR 1285 (Ch)). However, it should be noted that in Persimmon Homes Ltd v Ove Arup & Partners Ltd [2017] EWCA Civ 373 the Court of Appeal has suggested that the application of the rule to commercial contracts should not be restrictive. The Court was of the view that sophisticated commercial parties are free to allocate risks between them as they see fit, and the court will not allow rules of contractual construction to get in the way of business common sense and the natural meaning of the parties’ language. |