Contra proferentem

Definition

A rule that ambiguous contract terms are interpreted against the party who drafted them. It rewards careful drafting and punishes anyone who wrote 'reasonable efforts' without defining it.

Example Usage

Since the insurer wrote the policy, the court applied contra proferentem and read the ambiguous exclusion in the insured's favor.

Origin

Latin, 'against the one who put it forward', meaning the drafter.

Source: Contract law doctrine; Black's Law Dictionary

Related Terms

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causation

The legal principle that connects action A to consequence B, proving that your screw-up actually caused the disaster in question. It's not enough to show someone did something wrong—you have to draw a straight line from their actions to the damage. Lawyers love arguing about this because "correlation doesn't equal causation" is basically a get-out-of-jail-free card if you can make it stick.

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stipulate

To formally agree to specific terms or conditions in a contract, or to agree that certain facts are true so you don't have to waste time proving them in court. It's the legal profession's way of saying "fine, we'll accept that for the sake of argument." Also saves billable hours, which is probably the real reason lawyers do it.

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disallow

To formally reject, deny, or declare something invalid—the bureaucratic way of saying 'no' with an air of authority.

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trademark

The legal claim your company makes on words, symbols, or phrases so competitors can't swoop in and confuse customers with knockoff branding. It's essentially corporate identity protection, the thing that keeps every coffee shop from calling itself Starbucks and every sneaker from sporting a swoosh. You can trademark almost anything distinctive enough, from logos to slogans to that specific shade of purple your competitor desperately wishes they could use.

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Objection

The one legal term everyone learned from television, shouted dramatically in courtrooms to interrupt opposing counsel, usually followed by a judge saying "overruled" and the lawyer sitting down looking defeated. The legal equivalent of raising your hand to tattle.

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fruit of the poisonous tree

Evidence obtained illegally or as a result of an illegal search, making it inadmissible in court. If the tree is rotten, the fruit doesn't suddenly become fresh just because it looks good.

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