Legal Question in Civil Litigation in California

Is a clause in a contract that says it CANNOT be construed against the party drafting it valid?


Asked on 5/21/11, 11:16 am

3 Answers from Attorneys

Edward Hoffman Law Offices of Edward A. Hoffman

Probably. I would need to see the contract before I could say one way or the other.

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Answered on 5/21/11, 11:38 am
James Goff James R. Goff, Attorney at Law

If you agree to a contract that specifies that any ambiguities cannot be construed against the drafter of the contract, you are generally going to be bound to the provisions of the agreement. Exceptions may exist if the contract is unconscionable because the parties are not in equal bargaining positions. You should consult with an attorney to determine the circumstances and the availability of defenses against the contract.

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Answered on 5/21/11, 11:41 am
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Terms, clauses and phrases in contracts are usually interpreted and enforced according to what the judge or jury believes the parties meant at the time of contracting. When an uncertainty or ambiguity arises in enforcing the contract, there is a general rule that the uncertain language will be interpreted against the party that was principally responsible for drafting th contract language. Civil Code section 1654 says, "In cases of uncertainty not removed by the precending rules, the language of a contract should be interpreted most strongly against the party who caused the uncertainty to exist."

Sometimes, when Party X hires expensive lawyers (not me) to draft a contract, the lawyers will want to de-fuse the possible use of Civil Code section 1654 by Party Y, whose only involvement with the contract is to read it and sign. Not wanting to be stuck with a CC 1654 claim in Party Y's possible lawsuit later on, the lawyers winn insert a clause saying the contract was autually authored and neither party may invoke CC 1654.

Whether such clauses have much effect on judges and juries in construing a contract is a good question. Given that, often, they are a lie.

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Answered on 5/21/11, 7:26 pm


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