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Contra proferentem rule

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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).

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