Contra Proferentem in UK Law

Leading Cases
  • K/S Victoria Street v House of Fraser Ltd and Others
    • Court of Appeal (Civil Division)
    • 27 Julio 2011

    Quite apart from raising abstruse issues as to who is the proferens (and, in particular, whether the issue turns on the precise facts of the case or hypothetical analysis), "rules" of interpretation such as contra proferentem are rarely decisive as to the meaning of any provisions of a commercial contract. The words used, commercial sense, and the documentary and factual context, are, and should be, normally enough to determine the meaning of a contractual provision.

  • Ailsa Craig Fishing Company Ltd v Malvern Fishing Company Ltd
    • House of Lords
    • 26 Noviembre 1981

    Clauses of limitation are not regarded by the courts with the same hostility as clauses of exclusion: this is because they must be related to other contractual terms, in particular to the risks to which the defending party may be exposed, the remuneration which he receives, and possibly also the opportunity of the other party to insure.

    In my opinion these principles are not applicable in their full rigour when considering the effect of clauses merely limiting liability. Such clauses will of course be read contra proferentem and must be clearly expressed, but there is no reason why they should be judged by the specially exacting standards which are applied to exclusion and indemnity clauses.

  • Impact Funding Solutions Ltd v AIG Europe Insurance Ltd (formerly known as Chartis Insurance (UK) Ltd)
    • Supreme Court
    • 26 Octubre 2016

    As I see no ambiguity in the way that the Policy defined its cover and as the exclusion clause reflected what The Law Society of England and Wales as the regulator of the solicitors' profession had authorised as a limitation of professional indemnity cover, I see no role in this case for the doctrine of interpretation contra proferentem.

  • UBS AG & UBS Securities LLC v HSH Nordbank AG
    • Court of Appeal (Civil Division)
    • 18 Junio 2009

    The second reason, which he must have meant as a matter of construction, was that the parties must be taken to have intended that, where a dispute fell within both sets of agreements, it should be governed by jurisdiction clause in the contract which was closer to the claim.

    Whether a jurisdiction clause applies to a dispute is a question of construction. Where the parties have entered into a complex transaction it is the jurisdiction clauses in the agreements which are at the commercial centre of the transaction which the parties must have intended to apply to such claims as aremade in the New York complaint and reflected in the draft particulars of claim in England.

  • Oliver Nobahar-Cookson and Another v The Hut Group Ltd
    • Court of Appeal (Civil Division)
    • 22 Marzo 2016

    But none of those cases was about exclusion clauses, and the contra proferentem rule in its classic form was by no means limited to, or even mainly about, exclusion clauses. It was a rule designed to resolve ambiguities against the party who prepared the document in which the clause appeared, or prepared the particular clause, or against the person for whose benefit the clause operates: see Lewison, (op.

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