How is a contract interpreted if the wording is ambiguous?

When a contract contains ambiguous wording, it is typically interpreted against the party that drafted it. This principle, known as "contra proferentem," aims to ensure fairness in contractual agreements. It recognizes that the drafter—often the party in a stronger position—has the responsibility to clearly articulate the terms and implications of the contract. If the language creates uncertainty or confusion, the courts will side with the non-drafting party to avoid unfair disadvantage.

This approach guides the judicial process, encouraging drafters to be precise and unambiguous in their contracts. By holding the drafter accountable for any unclear language, the legal system incentivizes clearer communication and better practices in contract formation.

In contrast, alternatives such as interpreting based on historical context or the majority opinion of witnesses may offer insights but do not directly address the core principle of who bears the responsibility for ambiguity. Additionally, favoring the party with less bargaining power, while a valid consideration in some contexts (like consumer protection), does not generally apply in contractual interpretation focused on wording ambiguity. The principle of interpreting against the drafter remains the prevailing guideline.