Contra Proferentem in UK Law

Leading Cases
  • K/S Victoria Street v House of Fraser Ltd and Others
    • Court of Appeal (Civil Division)
    • 27 Jul 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 Nov 1981

    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.

  • Direct Travel Insurance v McGewn
    • Court of Appeal (Civil Division)
    • 12 Nov 2003

    A court should be wary of starting its analysis by finding an ambiguity by reference to the words in question looked at on their own. And it should not, in any event, on such a finding, move straight to the contra proferentem rule without first looking at the context and, where appropriate, permissible aids to identifying the purpose of the commercial document of which the words form part.

  • Impact Funding Solutions Ltd v AIG Europe Insurance Ltd (formerly known as Chartis Insurance (UK) Ltd)
    • Supreme Court
    • 26 Oct 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 Jun 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 Mar 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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Books & Journal Articles
  • Boilerplate: The Foundation of Market Contracts by Omri Ben‐Shahar (ed.)
    • Núm. 72-1, Enero 2009
    • The Modern Law Review
    ...... the relevance of som e of the material on breach forgiveness (27) just as featur es of the parol e vidence rule and th e contr a proferentem rule peculiar to th e US may be l ess meaningful to B ritish readers , who might also ha ve expected Reviews 131 r 2009 The Authors. Journal ......
  • The Law Commission Working Paper No. 73: Non‐Disclosure and Breach of Warranty in Insurance Law
    • Núm. 42-5, Septiembre 1979
    • The Modern Law Review
    ...... peace of mind he is entitled to expect from a contract of insurance.” Given the preferability of a once and for ... that all warranties are to be construed contra proferentem, and in particular that an insurer must specifically contract for ......
  • Reform In The Law Of Contract
    • Núm. 24-1, Enero 1961
    • The Modern Law Review
    ...... They are the rule of interpretation contra proferentem, the rule that the defendant must have done what he contracted to do, and the doctrine of fundarncntal breach. ......
  • Smuggling, Confiscation and Forfeiture
    • Núm. 65-5, Septiembre 2002
    • The Modern Law Review
    ...... be few, if any, cases where customs officers will fail to seize contraband goods which they find in the hands of smugglers. The decision of the Court ... The lure of the draconian – farewell to contra proferentem The final questionable idea upon which Lord Rodger draws is a novel ......
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Law Firm Commentaries
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